The Reign of the Moon: Star Fall's Adventure
by Archer-Of-Anarchy
Summary: Star Fall is a unicorn filly raised on a farm with her large extended family. One night she witnesses the battle between the two princesses and Discord, sparking an interest in the princess of the night. Not a few weeks later, she decides to sneak away to try to meet her idol. The story picks up as Star Fall enters the Capital, the ancient city surrounding the castle of the Sister
1. Chapter 1: Star Fall and Luna

**A****.****N****.:** I would like to thank cross-over-lover-232 officially for helping me with this and letting me use Star Fall. As a note to readers, we have been tag-team writing this and it has snowballed into a quite large story of its own. Now, without much more further ado, meet this half of the story, the half of the moon. Enjoy.

**Chapter One: The Moon and Stars**

**Date: **A few months after Celestia's and Luna's battle with Discord

**Time**: going on midnight

**Location**: the palace of the two pony sisters, next to the wonderful Everfree Forest

In the palace, just finishing raising the moon, Princess Luna walked to the throne room and stared up at the large stained glass window behind the thrones. It depicted two alicorns raising and lowering the sun and moon. Around the two were ponies that were doing things that they did during the day and night. Luna sighed as she thought of how many ponies played in the day when, in her beautiful night, they slept.

"Excuse me, I hope i'm not bothering you Princess Luna"

(-) (-) (-) (-) (-)

**Location**: …..somewhere nearby...and a little earlier...

As the sun dipped below the horizon and the moon took its place, young Star Fall, a unicorn filly crept from her home and made her way towards the royal palace. It was a long trip to then through the capital of the royal pony sisters, and she often stopped to listen to high ranking mares and colts, practicing how they spoke so that she, a humble filly with little to no schooling would not embarrass herself before Princess Luna, the bringer of beauty. It was almost midnight before she found her way to the palace.

At last, she wiggled free from her saddle bags and struggled with using her magic to cleanse herself of the dirt and grime the trip had left on her body and mane. She also struggled with her hair brush and tooth brush to further clean herself up. After a few minutes, her midnight blue body and pearl white mane were clear of dirt. She climbed onto a bridge to check her reflection in the water. Her deep blue eyes stared back up at her as she took in herself and made sure the streak of silver in her mane wasn't out of place.

Soon afterwards Star Fall carefully crossed the bridge, forcing herself not to break out into a full blown run as she came closer and closer to her goal. A couple times she was almost caught by a palace guard, but she hid behind things to prevent being, spotted. One time she had to pose behind a rearing pony statue to avoid a guard. She quietly tiptoed past a guard looking in the opposite direction and at long last nudged the throne room door open and crept in. Standing in the middle of the throne room was Princess Luna, staring up at a large stained glass window.

"Excuse me, i hope i'm not bothering you Princess Luna," She spoke carefully separating her words properly, instead of slurring them together.

Princess Luna gave a little jump, not expecting anyone to be in the throne room at this hour. When she turned around she saw Star Fall, who seemed a little out of breath and dishevelled. Her eye traveled over the unicorn's dark body and came to rest on her flank.

Star Fall blushed at the state running from the palace protectors had left her in, and blushed a darker red than before at her blank flank. She cleared her throat looking unsure what to say to the alicorn of the night sky, her eyes full of adoration as she gazed up her from a respectable distance. She seemed to muster her bravery as her shoulders slid upwards and smiled.

"It is amazing to see the Alicorn who created such a magnificent work of art, you're truly amazing Princess Luna!" she sank into a wobbly bow

Princess Luna quickly overcame her surprise and smiled.

"Rise my subject. Why are you here at this late hour? Is not every other pony asleep waiting for the day?"

She walked over and sat down in front of Star Fall, who seemed to remind her of someone. As she waited for an answer, she tried to think of who it could be that this pony reminded her of.

"Not me Princess, I sleep during the daytime. I like the stars and the moon best, they don't make your eyes hurt when you look at them. And they shine so wonderfully."

She sighed softly, smile curling on her face.

"They make me feel all peaceful and happy inside, knowing there's something to light the darkness, night time be way more scary if we didn't have your moon and stars!"

She blinked tilting her head to the side.

"And you work so hard on making the stars go into different places, I like trying to spot where they've gone!"

The princess sat up a little straighter at this.

"You..you appreciate my work? No one ever has really complimented me on it. I do it to calm myself in the long quiet hours. It gets quite lonely at night, with everypony asleep."

"How could anyone not notice how wonderful it is? I mean, I know Princess Celestia's sun is needed to nurture plant life and such, but without the night, everything would get all scorched and stuff."

She blinked cute, a frown on her face.

"And i hate to say it, but she just raises the sun. You raise the moon, place stars, plan meteor showers..amazing things!"

"I guess you're right!"

Princess Luna laughed.

"She has everything happening in the day, so she doesn't have time to worry about details. I on the other hoof, I have nothing but time."

Luna sighed and gazed back at the stained glass window.

"You should arrange things to happen at night time!"

Star Fall began to pace looking thoughtful as she worked out ideas.

"A festival...gotta sound something moon like, connected to the moon...the harvest moon festival! it can be near the end of the day, everyone can enjoy drink and fruits and veggies, the fruit of their labour, it could b once a month, on the full moon!"

She looked to Luna for approval.

"Hmmm..." Princess Luna tapped her chin with a hoof.

"That does sound like it would work, but we would have to get Celestia to help as well so as ponies could come to it. I don't think she will be quite agreeable though. She blames me for most of the damage done during our battle with Discord."

Princess Luna got up and started pacing the throne room. She ground her teeth together and remembered the battle.

(-) (-) (-) (-) (-)

**Date**: A few months earlier, after the fierce battle with Discord

After the battle, Celestia and Luna are breathing heavily next to an ornate statue of multiple creatures mixed together, all that remained of the embodiment of chaos, Discord.

"We d..d..did it." breathed Luna.

Celestia got up and looked around. The landscape was a battlefield of strange and odd things. The fountain in the courtyard had been changed to spew fire everywhere, trees in the Everfree Forest were strangely dark and screams could be heard in that direction, parts of the castle had been turned into ice and were melting in the sun. Everything else was in similar disarray for miles in all directions.

"Yes, but it looks like you didn't stop him from ruining Equestria." She snapped.

"But, I had to help you Tia, you couldn't have defeated him on your own!"

"I told you to prevent him from ruining the Everfree Forest!" Celestia yelled in Luna's face

"You couldn't have done it without me!" Luna snapped back

"Could too! You didn't do what you were supposed to!"

Celestia walked off in a huff.

"Now I'm going to have to clean up this mess you've made" she muttered as she walked off.

(-) (-) (-) (-) (-)

**Date**: back to the palace, but you're not reading this are you?

"Now, almost a year later and the Everfree forest, Celestia's favorite place in Equestria is still affected by Discord's Magic." Luna continued. "She is thinking of moving the castle away to that new town, Canterlot, if she can't get the forest under control."

She sighed.

"She isn't having much luck, even though its only the forest that is left to fix."

"But that's not right, you both did as well as you could...personally, i think Princess Celestia was a little too unforgiving" Star Fall muttered under her breath.

"And if it's your festival, in your honor then you should be the one to plan it! I can see it now,the sun dipping downwards, and a loop, but in silver, with sapphires in it! Your body glowing silver as the moon rises high in the sky"

She sighed dreamily

Luna sighed again at this young unicorn's innocence

"Alright, I'll ask her in the morning. Is there anything I can help you with...? …...I guess I never got your name."

"Oh my name is Star Fall, miss. Mama named me that because on the night I was born stars were falling all around our house. And Princess Celestia doesn't sound like a very nice sister, I think you should have your own palace if she's going to be so ungrateful for your help! See how she likes being on her own" She sniffed daintily.

"You know what,' replied Luna, " I think I should find myself my own palace. This castle isn't big enough for the two of us any more."

She stopped pacing and stood in front of the throne. She began to speak in the powerful voice often used by Celestia.

"I will give my sister an ultimatum. I will move out and find a new castle or she has to allow me to have a festival!"

She blinked at the loud voice.

"Why not find a new area? Somewhere no pony has ever seen you, defend a new town from some on comeing monster and they'll respect you Princess! after all princess Celestia wouldn't be there but you could still tell them how busy she is, make it seem like Princess Celestia is sorry she couldn't come herself...but that you were happy to help them?"

"I can't bear leaving Equestria, it is my home. And Princess Celestia has decreed before that I should take care of the night while she the day. Do you have a plan on how this could be done with so little happening at night?"

"Well" she tapped her chin with a hoof. "Not ALL animals sleep during the day, there's lots of large predators that roam at night time. All i need to do is get one to chase me into a town and you swoop in to save an innocent filly from the gaping maws of some beastie!"

She puffed up her chest in pride.

"We'll just need your guards to scout around and find a good place to do it!"

"Sounds like it could work," Luna reasoned, "Are you sure you want to be chased down by a ferocious beast?"

"I know i can trust you Princess, i know you'll save me!" Star Fall nuzzled against her cutely. "I trust my Princess with my life!" she said proudly, little chest puffing up happily

Luna felt strangely warm and fuzzy at the small pony's actions.

"So let's go see what large predators are in the area, shall we?"

"Hmm maybe not too close to the castle, we don't want Princess Celestia getting wind of what is being planed do we?" from her saddle bag the younger unicorn pulled out a map of Equestria, studying it with a keen eye. "We could always find an Ursa Minor"

"You seem quite prepared and knowledgeable, where do you go for school?" Asked Luna as she walked over to get a look at the map.

"Oh...i don't go to school. Since i sleep during the daylight hours my family left me in charge of keeping the crops safe during night time. I'm the only unicorn filly in my family"she admitted, smiling a bit.

"So i study on my own, and while i traveled here i would listen to ponies who looked really rich and learned to talk how they did"she explained happily, proud of being self taught

Luna smiled, and an idea starting to form in her head as she looked over the map Star Fall was holding up.

"Where do you live? You make it sound like it was quite a trek to come here."

The princess's eyes traveled across the map and came to rest on a cave labeled: WARNING DO NOT ENTER. In small print below the warning was: Den of Ursa Major.

"Oh...i don't even think its on the map. its just a small settlement."

She looked at the cave marked Do Not Enter, grinning.

"So how far away from here is that?" she muttered while doing the math

A smile stretched across Luna face.

"Far enough no one knows about it, and close enough to be practical. It's perfect. I hope you can run fast."

"I can!" Star Fall said chirply, a grin streching across her face. "How soon do we put the plan into motion Princess?"

"As soon as you can get here," She pointed to a point on the map. "Tick off the Ursa, and run back through the town. I will tell you now, I will not step in until the last minute, but I will be watching."

Luna stood up.

"If you do this for me, I think I will have to reward you in some way. In fact, I already have something in mind."

"Oh princess there's no need to reward me, i'm just helping you get the love and recognition you should have any way!"

She flushed a bit at the idea of being given a reward by her idol, Princess Luna. It was something she'd never believe possible!

"I'm happy to be able to help you in any way I can, with or without some reward!"

Luna smiled to herself as she started to walk away.

"I will wait for you to start then."

As Luna returned to her quarters and Star Fall ran off to find an Ursa, Luna made her decision.

_She __is __obviously __very __smart __and __talented__, __to __have __gotten __past __all __the __guards__. __I __do __believe __rewarding __her __for __this __with __becoming __my __apprentice __will __be __quite __acceptable__._

* * *

Star Fall traveled to the cave they had talked about and bucked her hind legs against the Ursa Majors nose. She dropped her lady like speech and began to yell at the beast.

"Come and git me ya gosh tuten vermat! Ah ant scart of no bear!"

A small cloud of smoke hovered nearby as Star Fall scrambled away.

Good, Good, thought Luna I'll give her until she gets a few onlookers before I come in and save her.

Then Star Fall promptly took off through the woods and into town, all the time being chased by a very upset Ursa. She took the most direct route into the city, allowing the beast to destroy several buildings that were empty along the way. Princess Luna whisked away after the carnage in her smoky form.

A few failing debris scratched Star Fall's flanks, but she never once slowed down, screaming her cute little head off until she tripped over a rock face planting.

So far, the commotion had poured out quite a few people, many too scared to move from their windows and door stoops as the Ursa Major foot falls shook the ground. One long claw sliced into her flank as she got up and ran even faster. She knew Luna would save her, it just needed to be convincing!

Luna continued after the carnage, waiting for the best moment. Up ahead she saw the town square, perfect for what she had in mind.

Star Fall skidded into the town square, slowing down due to the pain in her flank. Woozily she collapsed, the creature coming after her once more. To all who who were watching it was clear that she would get more then a claw on her flank now.

A loud cough came from behind the Ursa, causing it to stop suddenly. When it turned around, there was no one there. When it turned back to finish Star Fall, a large black alicorn was standing right in front of it.

"Well, well, well. What do we have here."

Princess Luna was standing in a regal pose in gleaming royal armor.

"You don't look like you belong here."

In response, the Ursa roared in her face.

"Guessing that means you won't leave quietly?"

Everyone held their breath watching what would silence was broken as the Ursa smashed in the store directly to its right, sending ponies flying. As the ponies flying through the air started to fall towards the ground, a flash of darkness grabbed the closest one to the ground. In the next few seconds, the rest of the Shadowbolts snached up the flying - ahem, falling - ponies before they could get hurt. One also snatched up Star Fall to make sure she wasn't in the line of danger.

Luna smiled at her troops, then disappeared in a cloud of a dark mist which started to encircle the Ursa. The mist began to thicken as the Ursa flailed around trying to hit the spectral assailant. A face materialized from the mist above it, which was quickly followed by the rest of Luna. The mist continued to distract the beast as she landed on its head, immediately alerting it to her presence.

Luna slid down the beast's nose as it swiped at her, making the first sweep past her. Skidding to a stop on it's nose. She turned around and stuck out her tongue at it as her horn glowed. Suddenly her horn stopped glowing and Luna was still there. The Ursa Major proved just how stupid it was by standing on its hind legs and shoving both front paws at the pest on it's nose. She giggled audibly as the paws passed through her and hit the Ursa flat in the face. It flipped over backwards and landed heavily on its back. As it floundered around trying to regain its feet, a small cloud of mist separated itself from the rest and came over to Star Fall and the shadow guards, who were standing a safe distance away. It soon solidified into Princess Luna, still in her full battle armor.

She grinned and asked without looking over, "Well? How's this so far? I doubt that will keep it occupied for long."

"Just bash something over its head to knock it out. Then put it back in the cave." Star Fall giggled a little bit watching it stumble about.

Luna nodded.

"Time to get to work," she replied as the Ursa regained its feet. "I think I should do something else first though... You might find this interesting seeing what I promised you."

In an area of the town square currently undemolished -which is like the last corner of it - stood a statue of a regal alicorn. One similar to it had once stood across the the square, but that was currently where the Ursa fell. This one however, when looked at closely, it wearing the full battle armour of the moon, exactly like Luna's. As Luna stood her horn glowed yet again and the horn of the statue glowed in answer.

"Have a demonstration of my power."

The statue, in clear view of Star Fall, cracked its pedestal and made a cat-like stretch. Afterwards, it leaped to Luna's side. It landed with a slam in the same intimidating pose as the princess herself. Together, they walked forward toward the Ursa, which turned its head back to the oncoming challengers.

"Let's break this beast down."

The statue nodded and its eyes began to glow. As one, they jumped in opposite directions, making the Ursa have to choose between them. It wasn't able to focus on one of them, and subsequently lost both of them in the now-rising cloud of mist which was writhing as if it was in pain.

"Confusion, check." came a disembodied voice.

A shape rushed for the Ursa, coming from the front. The Ursa roared at the figure and swung a paw at it. It connected with a solid thud. It pulled back the paw and shook it like it had hit a rock.

"Distraction, check."

A second shape emerged from the mist and floated directly behind the Ursa. Every pony had their jaws hanging to the ground, watching the awe inspiring battle going on before them. Star Fall blinked, wondering what this had to do with the reward she had been promised. In fact, she remembered modestly turning down any reward.

"At last, the finale."

The mist stretched upwards until it ringed the moon and became a storm complete with thunder and lightning. Framed in the moon were two alicorns, one a dark black, the other a dull grey. The storm condensed and started to form a dome over the Ursa, along with a good portion of the city. Just inside the dome, one of the shadowguards next to Star Fall smiled and commented:

"We are in for a show now. The princess is about to bring down the house."

She blinked eyes wide as they could possible get.

"Ya mea...I mean"

She cleared her throat lady-like.

"You mean bringing a statue to life wasn't bring the house down?" Star Fall asked in awe.

The guard shook his head as the already dark night got that much darker.

"That's nothing, she does that for fun around the palace, mainly to prank people. One time she made the carpet I was standing on try to 'eat' me. No, when she brings down the house, its like the full fury of the moon is unleashed."

As the guard faded from Star Fall's view, she heard him finish:

"I'd hate to be on the receiving end of one of these."

She blinked and strained her eyes, trying desperately to see anything in the oncoming darkness.

"Princess Luna is the most amazing pony on this planet." She whispered as she woozily sank to the ground, having lost a bit too much blood to the cut on her flank. Her eyes slowly sliding shut as blackness overtook the small filly.

Eventually, the only light was coming straight down from the moon onto the Ursa, the rest blotted out by the storm. Barely visible, Luna and her doppelganger circled around the hole at the top of the dome. With a flash, they disappeared into the cloudbanks. Sparks of light began to emanate from the storm as two shapes whirled around. The Ursa roared again, and was answered by a crack of thunder. Lightning started arcing over the dome, jumping between lightning rods and rooftops. The lightning started hitting the Ursa, which at first only irritated it.

Then, as the alicorn assaulters spun the storm into a frenzy, wind began to create a cyclone around the beast. It flailed around as wind speeds increased to the point that it was lifted off the ground. The Ursa soon was above all the buildings in the area, and could not hit anything with its struggles. Princess Luna charged out of the cloud bank and bucked the monster one way. Immediately afterwards the statue charged out of the opposite wall and bucked it back. They continued for minutes, kicking the Ursa around the sky.

The Ursa began to looking more and more like a quivering ball of pain. The pummeling halted and the two continued their circling around the cyclone.

"This is for attacking the capital!"

Luna and her statue slammed into the Ursa head from opposite sides, making teeth fly from its mouth.

"This is for assaulting innocent ponies!"

They kicked the Ursa up into the air, out of the dome and into the clear night air.

"For all the trouble you have caused!"

Out of the cloudbank shot the statue, with lightning arcing across its body. It surpassed the ascending beast and then slammed into it from above, releasing the lightning into the bruised body. The remains of the Ursa shot toward the ground, toward Princess Luna and the remains of the storm bank.

"And this is for..."

All the clouds remaining condensed around her and was reabsorbed into her armor. In response, her armor began to 'glow' darker. She began to spin around as the Ursa neared..

"Attacking my pupal!"

The Ursa reached her and she spun around delivered a roundhouse buck to the creature's face. All the power emulating from her armor blasted into the Ursa. Its remaining fur caught fire and it was hurled up and away from the city. It flew through the clear night air in a flaming death spiral back towards its cave.

"And Stay Out!"

The entire thing was staged to perfection, but for the bruises and cuts Star Fall got. Soon as the dome cleared the towns folk surrounded her, joyful in some one who would eliminate a threat that sought to harm them, not merely send it on its way so it could attack another day. The only things missing WAS Star Fall and the captain of her Shadowbolts Luna noticed.

* * *

The storm completely disappeared as the shockwave of the kick woke a certain sleeping alicorn.

Princess Celestia woke from her bed and leapt to the window. She was just in time to see a flaming mass fall somewhere into the Everfree Forest. Glancing back at the point she thought it had come from, she saw shadowguards cleaning up wreckage and debris.

_Luna... You are in Sooooo much trouble_. She thought.

* * *

As Luna looked around for her new pupal, she saw a shape winging its way toward the scene.

_OH CRAP_. She thought

Celestia landed next to her and surveyed the scene. Luna quickly made the statue go back to its pedestal before celestia noticed it. It didn't work, Celestia spotting it as it got back into position.

"LUNA!"

Celestia screamed at her. The townsfolk surrounding her jumped and turned to the furious Princess.

"WHAT HAPPENED HERE!"

Celestia was furious with her hair in a technicolor inferno.

A few little fillies ran up...and tackled luna instead of celestia!

"Thank you princess you saved us!" they happily ignored the princess of the sun for the moon princess. "You made the bad bear go away!"

"Dun tawk to pwinces like that!" A cute baby filly stood between Luna and Celestia. "She saved ou'r wives!"

Luna was surprised by the sudden appearance of the fillies and was knocked over by their tackling hugs. The little baby soon had firm nods from other colts and mares.

"And look how quickly our homes are being rebuilt, i must say i am impressed with how quickly those shadow bolts work!" Added another pony.

Celestia seemed to be lost for words as her mane deflated to its normal shape.

"What? What bear?" she asked. "Luna, Why did you use the Ruina Totalis?"

The mayor of the village took over explaining, seeing as Princess Luna appeared to be busy fighting off a horde of fillies.

"It was horrible Princess Celestia,an Ursa Major was chasing down young filly, princess luna and her Shadowbolts appearing the nick of time and saved the poor dear and her men managed to catch the ponies that went flying when it destroyed their homes. You must be quite proud to have a sister like princess luna, she didn't was a moment! I for one am grateful she killed the creature, it won't be bothering our little fillies and colts! its good to know we have such a skilled mare watching over us while we sleep!"

Celestia seemed to be lost for words, with her mouth agape. She looked around at the decimated area and had to admit that it wasn't as bad as it could have been, fighting an Ursa and all. Not that she would say it out loud, but Luna did a good job. Still, something was bothering her. There was really only one Ursa in the area, and no pony had been stupid enough to tick it off. Celestia nodded to the assembled ponies, then flew back off without explaining her doubts.

Luna eventually distracted the young fillies with the statue, which she used an solid illusion to look like her as she turned to smoke. It was immediately jumped by the excited ponies and proceeded to walk around with countless young-uns hanging off it. She materialized next to the major and asked:

"Did you see where that young filly that was chased by the Ursa went? I had one of my shadow bolts watching her, but I seem to lost track of them."

"Oh yes the colt said he needed to transport the filly back to the palace post haste, it seems she lost quite a bit of blood from when the Ursa Major struck her flank with its claw. He slipped away before Princess Celestia showed up"

She scowled a bit at the princess late arrival and how she had treated Luna.

"Once again thank you Princess, I know it seems like nopony notices the hard work you do...but really every one is much thankful when they can leave off work once the sun sets"

"Of course, I hope she is alright. She went through quite the ordeal."


	2. Chapter 2: Welcome and Goodbye

Within the next few hours, Luna oversaw the shadow guard's rebuilding efforts and the Shadowbolt's flyover of the remains of the Ursa Major. As soon she was satisfied that everything had gone according to plan, she returned to the palace and found the Captain of the Shadowbolts watching over a heavily bandaged, sleeping Star Fall.

"How is she?" Luna asked

"Not well, but she is going to be alright."

"That's good, if she is to be my new pupal, Commander Umbra."

Commander Umbra blinked at this and prompted the Princess to elaborate.

"She showed a certain 'spunk' I would call it when dealing with the Ursa," Luna explained, "And of what I have seen of her, she has a certain ability with magic as well."

"I think Celestia will not be pleased by this development."

Luna huffed.

"Well, Celestia isn't the only Princess in Equestria now is she?"

Commander Umbra smirked.

"Of course Luna."

"When will she wake?"

"Should be any time now, she has been out for awhile."

"Nggh..."

Star Fall moaned as she slid her eyes open and turned her head upwards to face Princess Luna.

"Princess? Oh! I remember...I was traveling to see you, and I got lost in the woods...I woke up that huge thing...and I was so scared!" She burst into cute tears.

"It's alright little one," Luna said aloud.

_Did you forget what happened or are you putting on a show for Commander Umbra_? Star Fall heard the princess in her head.

_A show princess, I wasn't sure so I decided to be on the safe side!_ She thought to the princess, happily nuzzling against the alicorn, blushing with a smile on her little face.

"Oh Princess Luna...you're utterly amazing!

"Oh, my saving of you was nothing my dear. Now, this is Commander Umbra. He is my most trusted adviser and leader of the Shadowbolts. He also knows everything, which is how nopony else was hurt. All repairs are also coming out of my share of the family wealth so any damage done will soon be repaired."

Luna took a breath and continued, looking at Star Fall seriously.

"You were modest enough to turn down any reward to you for what you have done. However, I am going to have to go against your wishes. Star Fall, it would be my pleasure to invite you to be my pupal here in the palace."

*Blink.*

*Blink.*

Star Fall was shocked silent. Her eyelids fluttered shut and she fainted from the pure shock at the magnitude of the reward. The Commander raised his eyebrows and hid a snigger behind a hoof.

"Well, she reacted the way I thought she would" He said matter of factly.

"Indeed." Chuckled Luna. "Is she well enough walk? I would like to at least show her around the palace before Celestia shows up."

"I am afraid that will not happen."

Celestia walked into the doorway and leaned against the doorframe.

"I hear you have impressed my sister into offering you to be her student."

"Princess Celestia...she's out again. I don't think there's much point in talking to her." Stated the bat winged Umbra as he carefully slid the blankets a little more snugly around the filly's body.

"What do you want Tia?" Asked Luna, turning around and facing her sister.

The little filly stirred, and upon seeing Celestia tucked herself behind Luna's magnificent wings, hiding herself from the large white mare, little body shivering. Umba spoke up quickly.

"Princess Celestia, I think it might be best if you leave. Miss Star Fall is clearly intimidated by you and we don't want any rash actions that may re-open her wounds."

Celestia nodded at Star Fall.

"I feel I must inform you first about something Luna, the mayor has an announcement to make with your permission. She requested you meet her sometime over the next day."

With that Princess Celestia turned and started to walk away,then turn around once more.

"Oh yes, also you might want to introduce your young student to Snarkey so she doesn't get incinerated walking around the palace."

The tone in her voice suggested that she would almost want that to happen.

"I am not a complete foal Tia."

After Celestia left, Commander Umbra thoughtfully said:

"I don't think she likes you too much Miss Star Fall."

"That's ok, I don't like Princess Celestia very much." she said matter of factly as she peeped out from between Luna's feathers making sure Celestia was gone.

"She's scary looking. you'll protect me right Princess Luna?" She blinked up at her.

"Of course I will, but I think you should come meet Snarkey anyway. She is the current head of security here in the palace. Would you like to join us Commander?"

The Commander saluted.

"No, I have to go survey the aftermath of the battle. There are still areas that need to be rebuilt."

Luna returned the gesture.

"Very well Commander, I will see you for your report later then."

Umbra jumped out the window and immediately disappeared in the night.

"Now would you like to meet Snarkey? She is quite the character."

"Yes Princess Luna!"

She hopped up, but winced when too much pressure was put on her left foreleg. A glow surrounded the small filly and she was placed on Princess Luna's back by the nurse.

"It is a good idea for her to meet Snarkey, so Princess you'll need to let her lay on your back while you tour the grounds" She said crisply. "I expect her to stay on your back and not be running about. No need for her wounds to be reopened."

For some reason...the doctors and nurses were FAR more scary then an Ursa Major...

* * *

Leaving the infirmary, Luna brought Star Fall on a tour of the castle. She showed her the ball room, the gardens, the royal library, and even walked her up to the Celestial tower, where she and her sister raised the sun and moon. (Luna commented on how unfair it was for Celestia to name the tower after her. Star Fall questioned her, asking why she hadn't bothered to have her own tower built.)

After a long walk around, they finally came to the main building of the palace. It was much larger than the other buildings and had many giant stained glass windows. They walked back into the throne room, where the two originally met. Off from the throne room, there was a spiral staircase leading down to a lower section of the castle. When they came out of the staircase, they were in a large open room with large stained glass windows similar to the throne room, but unlike the throne room there was a massive sculpture with countless 'arms' coming off of it most holding beautiful items made of gold, silver, jewels, and the like, others holding large stones. Once they were before the thing of beauty, Star Fall's eyes wide in awe.

"Ohh wow..." She whispered softly. "This is beautiful!"

She made an attempt at leaping off Princess Luna's back, much like when presented with the library and all its books.

"Woah, slow down and look here." Luna held Star Fall back. "One, you are supposed to be resting. Two, take a closer look around."

When Star Fall peered around the room she saw small, almost invisible, threads all over the floor. Luna happened to be standing in one patch of it with all of her hooves inches away from each other.

"I think you should let me do the walking, don'tcha think?"

"What do all those strings connect to Princess?"

She cast her eyes about, attempting to find the source of them all, in awe of how much beauty and complexity went on into the room.

"Is this... Snarkey?"

"This is not Snarkey, but this is her handiwork."

The Princess lightly hopped around the outside of the room until she got to a pillar on the opposite side of the room. To Star Fall it looked like an ordinary pillar, but Luna knocked on it and asked:

"Hello? Snarkey? Could you come down for a sec? And turn down the tripwires? I am in a half split here with my new student on my back."

A small tiny muffled voice came out of the pillar:

"Hmmm? What? Oh hello Luna. Shur, be down in a sec. Who's dat pony you got on yer back?"

Star fall spoke up giggling. She piped up:

"Hello miss, my name is Star Fall. Princess Luna saved me from an Ursa Major and made me her student!" she said joyfully

"Oh is dat it? Well, I suppose I should come down now shouldn't I?"

Previously unnoticed by Star Fall, there was a portion of the ceiling over the statue-like thing in the middle of the room that bulged outwards. What made it hard to spot would be that it didn't look any different than any other portion of the ceiling. From it emanated sounds of metal clanging together and within 30 seconds the once hidden portion removed itself from the roof. In a few more moments it was hovering a foot above the strange statue. The large chunk of rock looked like it had been modified to some degree, with a small door and a sort of expandable metal connection it to the ceiling along with other wires and dohickys. Overall it looked like a boulder on a spring extending down from the ceiling.

Luna continued to stand in her awkward position as the door opened and a medium-sized dragon slipped out. It looked like it would barely fit in where it had come from.

"Wow..." Star Fall blinked, staring at the dragon in awe.

She'd never seen a dragon before! Absent mindedly she attempted to yet again walk off Luna's back, completely disregarding where they were. Thank goodness for alicorn magic... Luna caught her with her magic right before she hit the wires. Suspended in midair, Star Fall had an up-side-down view of the dragon that was almost the same size as her. Snarkey klucked a few times.

"You shouldn't do that. It takes time to put all this here stuff up, and it takes much less time to have this whole place try to kill you."

Snarkey started walking around on the statue, pushing some arms holding all the items up and some down, like some sort of combination lock. Star Fall giggled cutely as she watched Snarkey move all around, eyes sparkling as she watched.

"Wow..." she whispered softly

Snarkey continued rearranging the statue, along with explaining further.

"I am the only being in Equestria that know the full workings of this security system. If it is set off, it seals the room and will then attempt to neutralize any intruder in the area, except me of course."

With one last pull, she finished rearranging the statue.

"Here we go.."

She grabbed one part and pushed it in. The entire statue, arms and all, spun 180 degrees as she pushed. As this happened, lights ran along every single thread on the floor. Looking around the room, Star Fall saw that the threads were not just on the floor. They went everywhere in the room, with the ones in the air significantly less visible than the ones on the floor. As the lights reached all across the room, they all flashed. Blinded for a second, when Star Fall lost the after image and she looked around, all the threads were gone.

"Everytime I see you do that, I wonder exactly how you mask all that magic." Luna smiled.

"Wow!"

Star Fall beamed as she was slowly settled on to the now safe floor. She beamed at the dragon.

"Hello Miss Snarkey, it's a pleasure to meet you. Are the treasures there for show to tempt a thief?" She tilted her head cutely.

"Pfff." Snarkey responded. "Thieves? No I don't think anypony coming into the castle would even attempt to get these. These are the Elements. Most are in their specialized forms. Also, don't call me Miss. I am almost sixty years old, a bit older than the Princesses themselves."

She gave one ring of arms a push and it spun showing all the Elements, some gold and silver, others large rocks with symbols inscribed in them. Star Fall's jaw dropped in awe as she drank in the sight of such amazing objects, eyes wide as dinner plates.

"Amazeing...so wait, if i don't call you miss, what should i call you?" She blinked at her.

Snarkey shrugged then grinned.

"Call me Snarkey. Everyone does. For good reason too."

She leapt off the statue and landed in front of Star Fall.

"Anyway, I am the main security officer for the Equestrian Vault. So, Welcome to the Vault!"

"Snarkey..." She blinked and nodded and sat still admiring the dragon, the vault and all the mosaic patterns here and there.

"So who do you like best, Celestia or Princess Luna?" She asked innocently

"Who the hell do you think got me this job with this attitude? Definitely not that stuck up pony!"

Snarkey held up a clawed hand to shake Star Fall's hoof who giggled happily and shook her clawed hand gently.

"Goodie!" she cheered happily. "Celestia said you might roast me if you found me wandering around. Oh! Do you think Luna should have her own tower to raise the moon?"

"I think it quite unthoughtful of Celestia to name that tower after herself. Although most builders work during the day so Celestia was in command of most of the project."

"I woke up one night and the tower had been named." admitted Luna sheepishly

"Well if your Shadowguard can rebuild those homes that got crushed by the Ursa Major chasing me, I don't see why they can't work at building a nice proper lunar tower for you." She sniffed.

Luna blinked.

"I never thought of that. The guard isn't exactly the people who are doing the rebuilding either. I guess if they got a little bonus it could work."

She laughed.

"Of course I have tons of money to pay them for it! Both Celestia and I have the same amount of resources, but she has to spend them on what happens during the day!"

Luna shook her head and looked back at Snarkey.

"Anyway, Star Fall here, being my new apprentice, needs to know where to get the texts I will point her to study from."

Snarkey nodded.

"Wright, give me a sec."

The dragon sauntered over to the statue and moved around a few more arms. After a second, the section of floor to one side of the statue started to raise up. After it was fully raised, there was a small library that took up about a fourth of the Vault.

Luna grinned:

"Here it is, the most secure library in Equestria. Most of what you saw yesterday and some of what I teach you will be from these novels."

Star Fall blinked and was goggling over them as she was helpfully moved towards them via Alicorn magic, leaving the young filly to croon over the (To her) shining tomes. For a farm raised filly, these were the real gems! However, after a few seconds she frowned a bit.

"Um...Princess? I...I have trouble reading"

She shuffled a back hoof against the ground

Luna smiled.

"That's alright, I sure you wouldn't be able to read these anyway. They are in an old language that speaks of what Tia calls 'dark magic'. Of course as the Princess of the Night, this is my specialty. Don't worry I will teach you the basics of reading and help you if you have trouble."

A Shadowguard knocked on the frame of the door leading into the Vault.

"Your Majesty? The Mayor would like to speak to you."

Luna nodded to him.

"I will be out to see her in a moment."

Star Fall giggled and waved good bye to Snarkey as she was being settled on Luna's back. The beautiful mare clip clopped out and smiled to the mayor.

"How may i help you madam?"

Star Fall had advised her to drop the royal attitude, to make her seem more approachable than Celestia. She need to be The Pony's Princess if she wanted to be recognised.

"After an enormous outcry from the ponys in areas around the area you saved last night, I have decided to have a celebration starting this year to celebrate yourself and what you do for us."

Luna appeared shocked.

"For me? I couldn't, I am not that special."

Luna got a look that Star Fall recognized as her 'idea' face.

"How about this, you make it a celebration where everyone dresses up as something else and scares each other? Maybe something about getting candy too? You think you make a celebration like that?"

The mayor scratched her head.

"Yep, I think I could make it that. What would you like to call it?"

Luna turned around to Star Fall, still on her back.

"What do you think I should call it?"

"Hmm," She tilted her head to the side and rubbed her chin with a hoof.

"Nighttime...frightening dreams from the result...Nightmare night!"

She cheered clapping her hooves in joy, giggling happily.

"And princess luna can have a statue, were candies are left to her in tribute for thanks that she will protect them from the evil things that would hurt them!"

Luna smiled.

"Perfect! How does that sound Mayor?"

The Mayor agreed that sounded wonderful and said farewell, going off to prepare the celebration.

Star Fall continued to giggle happily as they went off to plan for the new Lunar Tower.

* * *

Soon the tower was being built to house Luna when she rose the moon and to act as a peaceful place where Star Fall could study and learn how to read. It would also be where Luna would meet with mares and colts and other creatures when it was completed. Over the next few weeks Luna taught Star Fall basics of both magic and reading. They both slept by day and were awake in the night, Star Fall learning how Luna moved the stars even though she could not do it herself. Before long she had advanced into the more powerful magics held within the Vault. Celestia during this time was trying to figure out exactly what had happened during that night. She wasn't having much luck.

* * *

**A few weeks later...**

Star Fall lay outside in a clear patch of grass. She had been sent outside to practice floating small objects away from anything breakable...she still couldn't forgive herself for smashing that vase when attempting to clean it with a soft cloth... in her defense, the broken bits had been clean!

Luna was sitting nearby making new constellations, rearranging the stars to calm her mind. She was a little stressed at Star Fall's strength with magic that was without control yet. She had succeeded in not getting upset over the vase, it was replaceable, but it still made her a little apprehensive about what Star Fall could be capable of.

_'I should teach her the flight spell, maybe that will force her to get some control'_ she pondered

Star Fall giggled in glee behind her as the small pebble zoomed up...up...

_Oh crab apples!_ She thought in horror as it smashed through Celestia's window.

Hastily, she made tracks and set demurely beside Princess luna, a pencil in her teeth as she traced her letters, going for the innocent filly look.

Celestia was woken up and in a flash she opened her window. She looked out at Luna staring off into space and her student drawing something.

_Up to no good as usual._ She thought

She closed her winnow and went back to sleep, remembering to bring this up later.

Upon shutting it, the shards of the broken window broke and rained down upon the ground. Star fall happily nested up to Luna, watching her happily, glad nopony had noticed or was hurt by her actions.

Luna looked over at the sound of breaking glass and saw what was left of the window. Looking down, she saw her apprentice gazing up at her. When Luna stared at her, Star Fall smiled a little more sheepishly. Luna sighed. Walking over to below her sisters window, she magically sent the shards back up to the window and melted them back into the window pane. The Princess then walked back over to her pupal and tossed her head.

"Come on, I'll teach you another spell."

_And hopefully you will learn to control your magic before it is too late._ She added mentally to herself.

* * *

Soon the pair reached the top of the tower that was being built for Luna to raise the Moon. It wasn't finished, it stood only half as tall as the Celestial Tower, but it was enough for what Luna had in mind. She sat down and looked carefully at her student.

"Over the past weeks you have made staggering jumps in both your studies and your magical skills. I have decided to teach you the magic of flight a little bit earlier than I originally thought. I will tell you this, it will require much more finesse than you have now. With some luck you will learn something from this."

She set down a book from the vault and opened it to a page.

"This is the incantation. Good Luck."

With that she jumped off the tower and landed on the ground, out of her student's sight.

Losing sight of her teacher made Star Fall pay a little more attention to her surroundings. What if Celestia took this chance to hurt her? Luna was nowhere in sight, the spell...if she fell and snapped her neck Celestia could merely say the filly had cringed from offered help and no pony would question it!

_Oh, god, what have I done_? thought Luna as she hid in a bush and waited for Star Fall's first attempts.

_She's so vulnerable right now! What if.. What if..._

Soon dark whispers came to Luna's mind. They told her of her sister's dislike of Star Fall, even going so far as to hint that the solar princess may attempt to place the small filly in danger just to be rid of her! They spoke of Celestia's growing dislike of people spending more time in her cool evenings, watching how she moved the stars, some even charting them! Luna became more and more anxious waiting.

Star Fall bent and studied the spell, little burrow furrowing as she focused all her intent upon it. She sort of hoped she'd get a pair of wings, then she could look like a alicorn! She waited a second for the magic to build, then cast the spell.

She did, she felt a buzz on her back. She turned back expecting to see wings. She was not disappointed, for two large bat wings stretched from her back. She gasped and released the spell. Immediately, the wings melted into the air.

_Lucky I didn't try to fly and that happened in the air!_ She thought

She preformed the spell again and faped her wings carefully. She only let herself hover over the tower before she made an attempt at flying.

"Princess, Princess I made the wings!" she called loudly and happily, her voice full of pride

Luna heard the voice and smiled. The first part was over, now all she had to do was use them.

In her adjacent tower, Princess Celestia awoke again.

Star Fall focused on growing her cute bat wings and stepped towards the edge. She gulped and took a flying leap off the edge of the tower and stretched the wings out to their full ability, catching a breeze and floating on it.

Celestia walked back over to the window, as she started to open it she noticed that the color seemed to bleed in the part of the window that was stained glass. Celestia glared at it, realizing what the sound earlier was. She opened the window as Star Fall reached the ground.

She landed with a little thud on the ground, heart pounding in her chest and she let go of the spell, looking quite proud of herself for her flight. She saw her mentor appear from a nearby bush smiling. Joyfully, she darted into Princess Luna's hug.

"Oh Princess, Princess I flew!" she cried joyfully

Luna snuggled with her apprentice and congratulated her on her flight. From her window overlooking the courtyard, Celestia watched the two as they conversed.

'Hmmm...' she spoke softly 'She seems to be learning from some texts I confiscated from the library. Interesting...'

Star fall blinked as she peeked out of the corner of her eyes and saw the looming figure, and huddled just a little bit tighter against Luna.

"She's watching us" She whispered softly.

Celestia moved away from the window as Luna looked up. She only caught the last bit of shadow as her sister left the window.

"So she knows we are outside, is that much of a crime? Anyway, great job! That is an incredibly challenging spell! I expected you to be a little more clumsy, but apparently you are as good as somepony who was born with them."

"She just creeps me out, Celestia I mean. I don't think she ever thought somepony else would be so close to you. She's used to it just being you two. And thank you, I just watched how your shadowguards used their wings!" She giggled proudly.

Luna grinned down at her apprentice.

"Now you're a flying ace, want to try another spell from that book? There's a catch though."

"Umm, tell me the catch first, then i'll decide if i want to learn it or not!" she giggled as she blinked staring at her flank. "Look! Meh cutie mark, meh cutie mark!"

She slipped back into her normal accent as she bounced about. Four stars went down her flank, the top one on the left had a scar slashed across it, from the Ursa Major's claw.

Luna gasped staring at the cutie mark.

"Well, well, well!" She started laughing. "I knew you would benefit from learning the flight spell, but I didn't think so in that way! Its my guess that dark magic might be your specialty, but I have no idea!"

Star Fall giggled as she bounced around her mentor hyperly and giggled.

"Can we go show it to Snarkey and Commander Umba, Princess?"

Princess Luna snickered.

"So excited that you forgot something?"

Something poked Star Fall on the back. When she jumped and spun to see what it was, she saw the book she had left on the tower.

"I guess I was...So what's the catch again Princess?" She blinked up at her with large doe-like eyes as she nuzzled her. "I'll try this spell out, then go show of my new cutie mark!"

Princess Luna laughed. "The catch is you left the book at the top of the tower! Now instead of me giving it back, how about you go catch it!"

The book shot off, using its pages like little wings.

Star Fall blinked and focused her magic. She performed the spell and gave chase after book, giggling happily. She needed to go faster if she wanted to catch it...faster...faster...

The book continued up and away from the castle with Star Fall streaking after it. Then it abruptly stopped in mid-flight and shot back toward the Princess, causing Star Fall to over shoot it.

She shot right past the small book, tucked her legs in close..and suddenly there was a large explosion of colors streaking across the moon and the stars, trailing behind her body. she shockwave made her momentarily forget to flap. It sent her into a spin, catapulting towards the ground far from the castle.

Luna starred up at the explosion, her mouth gaping open in a o. The book fell to the ground next to her.

Star Fall crashed into the ground, a good 2-3 miles or so away from the castle in an area that was clear out of the Everfree forest that surrounded the capital. Her entire body was in agony, her rib cage felt like it had been crushed into her lungs.

Luna stood staring at the sky for awhile, waiting for her student. After five minutes, she began to worry. Taking to the sky in her misty form, she searched gradually outwards in the direction Star Fall had gone. Faster and faster Luna went, getting more and more frantic as she couldn't find her.

Slowly despite her lungs protesting Star Fall dug her way out of the little pit her body had created while it had slammed into the ground, pausing every few moments to struggle for a breath of air.

Luna made her way out of the capital and into the Everfree forest. She quickly scanned the forest for signs of a crash and hurriedly moved on. After ten more minutes of searching the Everfree, she made her way out onto the plains. In one small stand of trees, she stopped to rest at a pond for a drink.

'_Where is she?_' Luna frantically thought, _'She couldn't have gone this far could she?_'

What if Celestia had already teleported to her side..and finished the job the crash may have begun? An image of Celestia raising one hoof up up and then crushing it down upon Star Fall's petite head flashed in her mind, the filly too dazed to summon her magic to her aid...and even if she could, what use would it be against her sister?

Luna shook her head. No, that would not happen. She would not let anyone harm Star Fall. She kept into the air, deciding to look more in this area before going back to check the forest. As she went higher and higher, she caught sight of a long gash in the ground across one hilltop that went over it out of her sight.

Star fall passed the last mound of dirt and stared around her blankly. She had a sudden flash of apple trees all around her, a vision so strong she could SMELL them, hear a distant voice shouting...applebloom?Now that was an odd name.. She rolled over onto her back, whimpering slightly. She scanned the skies and spotted the swirly cloud of mist. She called out, or rather attempted to call out for her, but her voice came out small and tinny sounding, barely able to string the words out "Prin...!" she coughed harshly.

Princess Luna solidified as she streaked toward the gash. She flapped her wings to semi-control her landing, but she ended up rolling down the hill and skidding to a stop next to the bruised and battered Star Fall.

"Prince..." Star Fall wheezed for air, scooting closer to Luna for warmth. She stared at her blankly for a few moments then blinked. "Did...mirror spell?" she croaked out.

Luna got up and looked over apprentice. She noticed she still had her wings, desprately holding onto them through what must have been a terrible ordeal.

"What are you saying? Are you alright?"

She gently lifted Star Fall out of the crater made by her fall with her magic. She wheezed in pain as she was carefully held up.

"Two of you?" she mumbled then appeared to be trying to focus and knock herself back into clear thinking

Luna trembled, this wasn't good. She saw a small stand of trees nearby and lifted her pupal over to it, continuing to be as careful as possible.

Star Fall made herself relax, taking in slow, shallow breaths. she bit her tongue to keep herself awake.

"Never...doing it again...the boomy thing..."

Luna heard this as she was making a place to set down her pupal.

"Well, I hope you can recover enough to be able to choose to not to do it again. "

Luna used her magic to warp the trees in the clearing into one large tree. She then used her magic to hollow out the tree while keeping it alive. A doorway formed at the base while Luna picked Star Fall back up and brought her into the new tree house. Her student smiled wanly as a soft pile of leaves popped out from a corner for her to be settled into and her eyes began to slid shut a little bit...just a few moments of rest, she was so sleepy...

Luna stayed up the rest of the night tending to her apprentice. She actually missed the time to bring down the moon and for hours both the sun and moon were high in the sky. What she could heal with magic she did, and other injuries were too complex for simple healing spells. Star Fall's persistence with holding onto her wings was an annoyance to try to heal around them. By about noon Luna was exhausted and fell asleep next to her heavily bandaged pupal. Star Fall moved next to her in her sleep, humming happily.

As they slept, sinister magic slipped through the hidden door and began to envelop Luna. It brought her upright, still asleep. Star Fall was close enough to be raised up next to her. In a flash, Luna awoke in time to see the tree disappear to be replaced by a barren landscape. She felt a terrible wind bearing down on her. Her eyes opened to see a plain of white rock as far as the eye could see. Star Fall lay silently gasping for air at her hooves. She found that she too could not seem to draw breath. The wind stopped as suddenly as it had began, leaving the two of them on a barren rock. Before she could black out, Luna used her magic to protect themselves from the void now closing in around them.

* * *

Meanwhile in the vault, a sleepy Snarkey awoke to find that the impenetrable Vault had been breached. Some of the Elements were missing, specifically those that had been called: the Elements of Harmony.

"No! How could anypony reach them!" She leapt to the floor in shock.

Quickly she searched the Vault, looking if anything else was missing. It appeared to only be those Elements that were missing.

"Luna will never forgive me if I lose them for good. I guess I have no choice. I hope nothing happens when I'm asleep. Wonder how long I'll be out?"

Snarkey wound the statue up until all the arms, six of which were now empty, were in a ring around the middle of the statue.

'I hope I don't regret this.' She said to no one in particular before pushing in the symbol of the moon on one side of the statue, activating the fail-safe.

To Snarkey, everything went dark as the Vault went into total lockdown and recall.

* * *

Celestia was elated. She had finally gotten rid of her sister, who had been a pest to her for so many long years. She wore the Elements of Harmony as she announced to the impatient crowd in the capital what had happened. Her tale depicted Luna as a power hungry dictator, Commander Umbra a traitorous rapist, and Star Fall his victim who perished. She sent out a warning Afterwards, she returned to her quarters. She admired herself in the mirror.

'These look pretty good on me, I think I will keep them. They certainly were worth the trouble of getting past that damned Snarkey's defences. '

At this moment the Elements began to shine and flashed a blinding light. When Celestia looked back at the mirror, the Elements of Harmony were gone.

'What! No!'

In the vault, six stones appeared on the empty arms. The elements that were there already turned back into their stone state as well.

* * *

Over the next year, the Everfree forest overtook the capital, where upon Celestia moved to the new city of Canterlot and begun work on the new royal palace.

A few Shadowguards slipped to the far reaches of the world, hiding books of the true Luna, her pupil Star Fall, and the madness that had be fallen Princess Celestia. They traveled far from Equestria, seeking places away from Celestia's range of influence.

Commander Umbra and the Shadowbolts disappeared with the shadow guard, with all trace of them disappearing.

Snarkey and the vault were left untouched, with nopony able to get in, not even Celestia.

Hundreds of years past for those in Equestria, yet, on the moon...


	3. Chapter 3: Exiled

**Chapter Three: A Thousand Years …...**

**Location:** Moon

**Time:** _- undetermined -_

Slowly Star Fall awoke. She looked around, seeing the barren landscape and far off in the disance a ball of blue and green.

"Princess Luna?.. Celestia?.. She ... She sent us to the moon?"

What followed was a series of curses and ranting at the solar princess. One threat involved a hot pitch fork and Celestia shiny white ass, not to say it was limited to that.

Luna woke up to this, and she had to agree with what her pupal meant, but was rather surprised hear those words coming out of Star Fall's mouth. She was also rather surprised that on her student's back were the demonic bat wings, stretching out from her small body.

As Star Fall continued to rave at Celestia, Luna walked around her pupal. Upon coming closer to her student, she noticed something else. Star Fall herself had changed. Her body was darker, her hair was more mist like, just shrouded, like her hair was only half there... She also wore body armor, quite similar to what Luna had worn when fighting the Ursa.

As she looked at her, Star Fall's thoughts quickly switched to their current situation, and she turned to Luna with an panicked look.

"Princess...we need to get off of here, I don't know how long we can survive. There's no food, no water..."

Luna sat down on the hard dirt, shocked.

"That's not a problem." She said absently. "I can create enough for us to survive for a while."

Star Fall looked around again, then up at the distance ball of green and blue.

"Why is the world flashing?"

Luna, still focused on her student's change _- which apparently Star Fall herself hadn't noticed -_ looked up at the world. Every thirty seconds or so, the world would go from dark to light and back.

"Looks like time travels differently here than back home. Um.. Star Fall?"

She turned around to look at her mentor.

"What?"

"You really should take a look at yourself..."

Princess Luna materialized a mirror nearby and pointed at it with one hoof.

Star Fall blinked and stretched out her wings slowly.

"Oh, holy mother of Apples!" She blurted out, eyes wider then ever. "I've got my wings still!..And I'm bigger too! Wait...my cutie mark is gone!" She stared at her now blank flanks in horror.

Princess Luna fell over onto her back and appeared to be completely out of it. She was deep in thought and tired from what had happened.

_'What happened when Celestia sent us to this forsaken place? Somehow it looks like Star Fall is an alicorn, but how is that possible?'_ she thought.

In a few seconds, she was fast asleep.

* * *

Star Fall sat meditating, focusing all her power, all her energy into pulling them from this place.

As she was a new alicorn without any lessons to contain herself, her magic running rampant... after a few hours it began to build up, and up, and up. Her horn lit up and began charging and drawing down stars from the sky.

Soon Luna awoke to see Star Fall hidden behind a screen of magic. She leapt to her hooves and strained herself against the magical screen to get to her student's side.

"What are you doing? I know as an alicorn myself you are feeling a enormous surge of power, but that doesn't mean you have to let it out all at once!"

"I'm going to get us home...and when I find Celestia I'm going to ram my horn into her heart and make it explode!" She snarled. "Years are passing on that planet, who knows what hell she's made for Commander Umbra and the decedents of your elite? How has she twisted Nightmare Night? I will skin her alive when I find her for this!"

Her eyes had a glow in them, magic flowing throughout her entire body as she pulled in stars towards her, which started to circle around her. First one, then two, then three...

Once again, Luna had to agree with Star Fall, but not with what she had in mind. Finally making it to her, she put a gentle hoof on her shoulder and spoke calmly into her ear.

"I understand you are upset. I am just as furious at my sister right now as you are, but what plan do you have? From my rough calculations, time flows over thirty times faster here. If I have only been out for a day, then it has been at least a month back in Equestria. Think logically for a second please. If Celestia thinks we are gone and finished, then she is much more likely to let down her guard. Besides look at this..."

Luna made her memory of the Ursa incident play in front of Star Falls eyes showing her might as the Ursa was pummeled into submission, then beyond recognition.

"This is the power of a full grown alicorn playing off a script," she continued after her memory had finished. "In times of real danger, more power is unleashed. Celestia will be at full strength with the Elements I am sure she had to use to banish us if we were return now. It would be to our advantage to wait a few years here to come up with a real plan, as well as you finishing the teachings of texts in the Vault. An alicorn without control with their powers is no different than an extremely powerful pony. You should practice some more, after all, time is on our side."

The princess turned from her student and grinned up at the world. She waited, watching stars swirl closer and closer.

Slowly the glow subsided, the wind whipping Star Fall's hair around dying down as her fury rolled away, like water off a duck's back, calmed by her mentors touch.

"Wait...how are we going to get those books?They're back in Equestria!" She blinked puzzled

Luna smiled at her.

"You are still quite closed-minded my dear! What did I just do? You think I haven't read every single book there? I can replay every single spell like this for you to learn."

Star Fall began giggling wickedly. Soon the giggle was a chuckle, then a full out laugh.

"Trollestia will never know what hit her and her little sun lovers!" she tossed back her head laughing.

"Well, there's no need to wait, time to get to work. "

The Lunar Princess got to her hooves and went over to one side. She started materializing things they would need to plan: a large map of Equestria, an even larger table, along with other assorted tools. Then she spread out the map on the table and marked the capital with one large X.

She continued to materialize different things, sucking in tons of the rock below them to transform. An entire library, bigger than the royal one in the palace appeared and soon afterward walls began to form. Soon Luna was hidden from Star Fall's view as she raised a castle tower up around her using the moon rock as the building blocks. As the tower settled, StarFall continued to hear loud bangs and see puffs of magic coming out of the windows.

When the dust finally settled, she recognized the tower as a larger version of the Lunar Tower meant to stand next to the Celestial one in the capital. Upon further investigation, she found a note from Luna tacked to the door. It read:

* * *

_My Dear Star Fall,_

_I will be incapacitated for a day or two due to the great toll this castle took on me. The library should be on the second floor, I recreated the books from the royal library as well as the Vault. I hope you will find enough for your needs. Do not attempt to materialize objects yet, for that I should supervise you. I am on the third floor in my chambers, please do not disturb me, I need my rest._

_With Love,_

_Your Princess Luna_

* * *

Star Fall cantered off to the books and flung herself into studying, an unholy gleam in her eye as she thought of ways to punish Celestia. She floated books around her going from one to the other to cross reference each spell, its history, its creator. She sought to know every spell, why it was first made and how.

Among the books she searched, she found everything from the control of arcane flame to the dissolving of entire objects.

She found one book that mentioned a theory about what was to happen if Discord affected a diamond with his power. From what she could understand of it, the resulting 'Mobius Gem' would act as a sort of magic vacuum, channeling all magic consumed into connecting objects. Star Fall smirked and put the book mentioning Discords magic and gems aside on a small table.

_Perhaps Discord, Luna, and me could work together to rid the world of Celestia..._ she thought.

She went outside and began to practice controlling fire. Her eyes narrowed as she focused,humming absent-mindedly. The flame narrowed, carving into the rock below, sketching an image of a mare across the lunar landscape.

Over the next few days, she got through a large portion of the library from Luna's mind. She found many useful and potentially earth-shaking spells. However, she thought it odd that she had not found nothing of Luna's powers of animation, shadow mist, or weather control. She shrugged, maybe it was in the other parts of the library she hadn't checked.

_After all_, she thought looking up, _I'm only on the first shelves of books and the library extends all the way around the tower._

After awhile, Star Fall dropped into a sleeping space under a table with a few cushions she had liberated from some chairs. After she rested up with a power nap, she kept ploughing through her research notes. She was eager to make some spells more easy to use, with less time for charging up.

For days it seemed she poured over the books with no end in sight...

* * *

Over this time, she switched from spells to books on politics, learning the habits of different beings, the griffins, the minotaurs and dragons, finding out what would be a complement, or an insult.

A new idea had brewed into Star Fall's mind.

_ Princess was a nice title..but why not make Luna THE QUEEN of Equestria_?

She sighed, and at long, long last she slid the very last book back into place.

Star Fall yawned and looked around. It had seemed like weeks and weeks of work, which strangely had been without Princess Luna. Looking around the massive library, she saw a staircase leading upwards into the tower.

The new alicorn blinked and trotted up the steps carefully. She had grown about two heads taller than before, but she'd not noticed her growth spurt in her studies.

"Princess?" She called softly.

Star Fall found herself in a large room, almost as large as the library. Judging from the diagrams and maps all over the walls, Luna had not been lazy over the past weeks.

On a large table in the center of the table, there was a map of Equestria almost as big as three beds placed together. Walking over to it, she saw one large X on the capital, along with a slightly smaller X on the small town of Canterlot. Many towns that Star Fall hadn't even realized existed were marked on the map, but there weren't any names for them.

Another sweep of the room revealed a large telescope placed in a corner next to a window. It pointed back at the world that was slowly blinking.

Star Fall plodded over to the telescope and bent her head forward. It seemed to be zoomed in fully on one city. She watched amazed as ponies went to sleep and woke in mere seconds, watched as buildings went up and some even came down.

"Amazing.." She whispered softly

She found out how to zoom out and did so. When she looked back through, she saw Equestria had changed dramatically. She tried to find the capital, but it was nowhere to be found. She was sure she couldn't miss it for each night in towns lights flashed on, making large settlements easy to spot. Eventually, Star Fall found where it should be. A massive forest, three times the size of the Everfree she knew, covered the entire area.

"How much time is passing?" She whispered sorrowfully, thinking of the Shadowbolts.

She wondered if they would ever be able to find the graves, to honor them as the fallen heroes they were. She hoped they had managed to live long lives, not hunted like animals. and what about Snarkey?

She lowered her head and leapt out the window, stretching out her wings.

Star Fall flew out of the window into the air, but only got a few yards away from the tower before hitting an invisible field. As she slid through it, she felt herself slow down, them pop out the other side. Looking back, she saw a large opaque dome around the tower.

Suddenly, she was hit by the immense cold and howling wind. She gasped, only to find she couldn't breath.

* * *

At the top of the tower, a little red light blinked on, pulling Luna out of her work.

* * *

Star Fall focused her magic and swiftly popped back in side, taking in a gulp of air. She face-hoofed, her body twitching.

"How could I forget I was in SPACE?" she muttered before looking around and picked up a rock and began to steadily carve names into a flat rock.

* * *

Princess Luna looked over edge of the tower quickly enough to see Star Fall teleport. She smiled, glad to see her.

_'Oh, yes. That's what I forgot to tell her. '_ She thought to herself, _' Well, it would appear that she has completed her work. '_

The Lunar Princess put the finishing touches onto her latest plan.

_' Now, let's go see what my pupal has gotten up to._ '

* * *

Star sighed softly as she set down her rock, scowling at its softness. She bent her head and begin to use the tip of her horn to carve the names of the Shadowbolts into the rock.

This was a delicate task with a delicate rock and needed to be done carefully. She finished after a few minutes and placed it on the lunar surface.

After a moment of silence, she went back into the library, humming as she shuffled a few books into neater piles, a soft smile on her face as she worked, scribbling down suggestions on different sheets of paper and how to use each spell. Absent-mindedly she wondered if spells and gems could be used in more interesting ways.

* * *

Luna began to descend through the tower, passing through sleeping chambers, an armory, a large room full of statues, the map room, and finally down to the library.

Noticing her student deep in thought, Luna decided to pull a little prank. She dematerialized into a small mist and disappeared into the shelves. Star Fall noticed nothing of this, but a few minutes later she heard the sound of something fall from the shelves on the other side of the library.

She blinked and perked her head up slightly. Going to where she heard the sound, she found a book on the floor. Star Fall floated the book up from where it had fallen, swiftly reading the cover.

It was a book she hadn't seen earlier, which she found odd. She had combed the library over the past weeks, yet she had never found this book. She opened it, and read the preface.

It was an old pony tale of how the dead went to the moon after they died. It told of how their cold hooves gripped those who walked the moon and their silent wails blew over the barren wastes, robbing breath from all who live. It said those who walk the moon became jealous of those who breathe, and attempt to steal your breath from you.

Star Fall shut the book and shuddered.

At this point a screeching wail came from outside the tower.

Star Fall froze for a moment, a frown overcoming her face. She slid the book back into its proper place and walked back to the middle of the library, a little worried. She had never heard that sound before in all the weeks that she had been on the moon...

From where she stood, Star Fall had view of one window. Suddenly, the screech got much louder as a ghostlike pony slammed itself against the window. It clawed at the window and tried to tear its way into the castle. Similar noises started coming from all directions.

Her pupils shrank down until they were little more than dots, her mouth began to open and close in astonishment.

What if it was Commander Umbra? Or Storm Cloud? Could she help them by giving them her breath...could she bring them back to life?

"Commander Umbra? Is...is that you?" She whispered softly.

At this point, every single ghost disappeared. From behind her, she heard a familiar voice, a voice that she hadn't heard in weeks.

"Well, well, well. Looks like my sister has been living quite pompously here. Shame she isn't here to save you now. "

Star Fall spun around to see Celestia in full battle gear standing in the middle of the library. Normal ceremonial dress had been traded for an armored suit, complete with leg bracers and a wicked-looking helm. Books and papers swirled around the Princess of the Sun as she grinned wickedly.

Star Fall's eyes narrowed slowly as she stood up. She forced herself to remain calm, to be at the ready, to not give in to Trollestia's taunting...because something seemed...off about this Celestia. She waited for her to make the first move.

Celestia laughed.

"You little foal. So you have wings now, but you are still a small little coward from the backwaters of Equestria. "

She stomped her hooves on the floor, knocking back shelves from the middle of the library, causing shelves to fall in all directions. Star fall had to jump aside to avoid being crushed by shelves falling domino-like across the entire floor.

"Well, we shall now see how little you have learned."

From behind Celestia, a huge bookcase lifted in a magical aura and hurtled at Star Fall. She lifted a few fallen shelves with her own magic into it's path, making the bookshelves explode in pieces. More bookshelves where raised to give her cover to the stairs.

"You little foal! You think you can hide from me?"

More bookcases shattered as Celestia flung them at Star Fall. She made it to the stairs, which she leapt up, just as the Solar Princess destroyed the last of the shelves she raised.

Star Fall galloped up the stairs, her mind racing.

_How did she even get here?! __Hasn't she caused us enough pain!?_

Luna's pupil hurried past the map room to a room filled with statues. Each was of a different race, each with it's own unique kind of armor. A quick glance around the room gave her an idea, which could work...

Star Fall 's horn glowed as she filled them with her power as Luna had done so long ago. She tried to will them to move towards the stairs, but they their eyes stayed dark even with all her effort.

Celestia blasted through the staircase up to the room full of statues. As Star Fall turned around to face her, she bucked the pegasus statue next to the terrified alicorn out the window. It was then that Celestia noticed her trying fill the statues with magic. She laughed at the thought.

"What you think you're my sister now?"

The statues glowed with a pale yellow light as Celestia grabbed the statues from Star Fall.

"She created that form of magic and never recorded how it worked! It took her twenty years trying to outdo me with it - long nights of study and experimentation - so good luck copying it now!"

She picked up the statues with magic and spun them around Star Fall.

"So pittiful," Celestia cooed, "Can't even save herself, much less her mentor."

All of Star Fall's self control went right out the window at the vague hint of Celestia going after Luna.

Eyes glowing? Check.

Power wrapping around minotaur and unicorn statues? Check.

Plain old bombardment of said statutes? Check!

"She won't be a princess once your gone, she'll be a QUEEN! Umbra and the others will be remembered and CELESTIA WILL BE A NAME TO BE SPOKEN IN DISDAIN AND YOUR WORSHIPERS WILL BE SCATTERED TO THE WIND!"

Chunks of stone flew about as if in a tornado back at Celestia. The Solar Princess slammed down both front hooves and sent every last shard of statue out into the void outside the tower.

"What was that?" She smirked. "I couldn't hear you over the wind."

She raised a hoof, causing a pillar of stone to rise up underneath her, lifting her above Star Fall.

"Maybe I'll keep Luna as a pet, or a slav..." Celestia quipped, looking at a hoof uninterestedly.

Star Fall growled. She slammed her hooves and magic into the pillar Celestia was on, forcing clamps of stone to ram up out the top and wrap firmly around her wings, dragging the princess's body flat downwards against the top.

"Heh, heh, looks like you've learned a few tricks after all. " Celestia laughed, attempting to crawl out of the binding moon rock.

Star Fall floated up above her and made stone wrap around the Solar Princess's horn and legs. She figured it hurt like a bitch when someone was too rough on a horn...

"Lets see how you like this Celestia!" she snarled as she focused on cutting off her magic at the very root.

Celestia seemed to change directions mid thought as her horn began to bend.

"Ow, ow, ow!" The Solar Princess yelled, "That hurts!"

She continued to squirm in the trap as the rock slowly covered her.

"I'm going to be the last thing you ever see" Star Fall hissed at her. "You're going to be covered up in moon rocks, your horn snapped...you, Celestia, will die alone and unloved. LUNA will be Queen, SHE will spread word of your lying ways, SHE will advance the kingdom in ways never known. YOU will go down in history as a mocked figure that no one will spare a thought to!" she poured all her venom and rage into her words.

Celestia smiled at the furious Star Fall, quite lovingly in fact.

"Well, it's nice to know you like me so much," Celestia said using Luna's voice, "but this is really starting to crack my ribs. Would have escaped if you hadn't neutralized my magic. Nice touch, but I can't dispel the illusion of my sister like this."

Star Fall's eyes doubled in size, and she swiftly let go of the magic in the rock making sure to slide it off of Luna's body before it crushed her anymore then it already had.

"Sweet mother of cider!" she squealed in shock. "You.. I... Oh lord your horn!" she flew in looking around it.

With her horn clear Luna dissolved the illusion, making Celestia melt away from her body. She gave a weak laugh, but didn't try to get up.

"All I do is prank you and try to test what you've learned, and what I get is a bucked in chest. "

She flopped her head forward to relieve it from the agony of staying upright any longer.

"Well what was i supposed to do? I thought you were Celestia the bitch!" Star Fall began to gently massage Luna's neck muscles, working the kinks out gently. "Lucky thing I didn't really crack that horn of yours." she muttered softly.

She focused her magic and brought Luna to her bedroom. Gently she tucked her into the bed casting a small heating charm on the stuff to help sooth her muscles.

Luna scoffed at the pleasantries.

" You think I didn't expect that? What I didn't expect was your need to immediately go for the kill."

She pushed her pupal a little bit away from her.

" I'm fine, let me fix all this. "

"All the books on combat taught me a very important rule: Do it as fast as you can and make sure you kill who you want dead, otherwise it'll just end up biting you in the flank later on" she watched her worriedly pacing.

Luna rolled her eyes.

_Knew I should have left those out._ She thought.

She stood and used her magic to reverse the carnage they had wrought. Half of what she had done was an illusion, which was why she was unable to fight effectively. The illusions were draining her magical reserves the entire time.

In ten minutes, the tower was back to it's former glory, with the exception the statues were entirely obliterated. Daintily, Star Fall cleared her throat.

"So how did I do? I tried to make sure it wasn't anything too flashy..."

Luna laughed, quite obviously sarcastic.

" No. There was no 'flashy stuff'. You tried to go for the kill immediately, before you knew anything besides she was there and I was not. Sometimes 'flashy' is exactly what you need to distract and unsettle. My 'ghosts' are proof of that."

Luna turned to look at her apprentice.

"I will teach you things you cannot learn from a book. Books will only get you so far, then experience takes over. This is your first lesson, fighting is just as much psychological as physical."

Star Fall nodded feeling ashamed of herself.

"I...when I heard...well, you talking about hurting...you, I just kind of lost it." She shuffled her hooves. "It got me so angry..."

" I have two things I want you take away from this. One, to not give in to psychological attacks, and two, don't immediately go to finish a fight. A fight keeps your enemy off balance and open to your retaliation."

Star Fall nodded softly and settled down.

"It just seemed sensible to finish the fight off as quickly as i could. Celestia is much more powerful than me, so I took the advantage while I could...maye nix the gloating part out when I really do face her." she added thoughtfully

Luna shook her head.

" No, getting under your opponent's skin is good. Just make sure you listen to them as well without reacting to their taunts. That will unbalance you faster than you can get yourself back together. "

She turned away from her apprentice and started up the stairs.

"Now, teachings aside for now. Come on, we have a revolution to stage. "


	4. Chapter 4: Brought Back Down To Earth

**Location**: Lunar Tower Map Room

**Time**: -{UNKNOWN}-

"I think it's been at least a century, when I last looked down on Equestria." Star Fall spoke softly. "...do you think Umba and the others managed to live out their lives in peace?"

"If I know Umbra and the Shadowbolts, better than that." Luna replied as she arranged pieces on the large map.

Star Fall smiled as they came to the map room. She floated the books on Discord and the gems up, showing them to Luna.

"Do you think we should free Discord? There's a saying "The enemy of my enemy is my friend." She mummered lightly.

Luna paused, floating one of the large books in front of her. She slowly glanced over at her apprentice.

"What do you know about Discord? I mean like, really know about him?"

"I know it's an insane plan on so many levels, he's chaos, unrestrained and proud of destroying everything and making a big a mess as possible."

She took in a gulp of air.

"It would cause a lot of trouble, but one of your books spoke about how hard it was to fight a war when it was coming from two different places. I was thinking with his loud style, we could have a far more easy time of sneaking about and catching up on what ever we missed while we were up here."

Star Fall took another deep breath.

"We'll need to look to outside of pony kind for help, that means we need to see how far Celestia bucked up with the different races, and what we might need to do to soothe ruffled scales feathers and fur."

Luna nodded uneasily.

"While I agree to your idea of gaining support of other races, Discord is, and will remain, a last resort. You didn't fight him for almost three days straight trying to get him out of Equestria. He would just as soon turn on us than turn on Celestia. Now, I have an idea to get some more information on what is going on planetside."

Star Fall smiled, glad her idea had not been completely shot down like it might have been. Luna led her pupil back up to the top of the tower, where a large device lay dormant. She waved at it dismissively with a hoof.

"Ok, ignore this for now," she instructed, " Now, I am guessing you had a chance to go through the disguise spells?"

Star Fall nodded and focused her magic. Shortly, there was a simple earth mare sitting before the lunar princess. Coal gray mane, purple body. Next was a tiny school filly with a white body and red mane and tail. Last, but not least, there was a one of Celestia's own troops. Luna nodded at the magical display.

"Not bad, but do you know the drawbacks of portraying an earth pony when you yourself are an alicorn?"

"Because I was never an earth pony I will want to use magic to get myself out of danger and to do other things, and my body is weak compared to other earth ponies?" She guessed, a slight frown on her face.

Luna grimaced.

"Partially right. The main problem is that you will possess all the skills you have, or yes, in this case, not having the strength of an earth pony."

Luna disappeared and a much smaller green pegasus mare appeared where she had been standing.

"This would be what I will use for a few reasons..." The little mare spoke. "First I will be able to fly without attracting attention. Two, magic will be much easier to hide than a flying unicorn. Three, as a young pegasus I will not be expected to be extremely strong."

Star Fall blinked and circled her, a slow smile spreading across her lips. Happily, she cuddled with Luna, giggling. Her horn glowed as she popped herself into a unicorn filly, beaming at Luna sweetly. She spoke and changed her voice to a more youthful pitch.

"Hiya! Meh name's Sweet Cherry, it's 'ah pleasure to meet you!"

Her thick red locks were in tight braids which were pinned in a circlet shape to stay out of the way and seemed to wrap around her horn a bit. The small green pegasus giggled. Luna found it a little funny 'Sweet Cherry' was still a little bigger of the two of them. She swapped her voice to a young filly as well, with a similar accent.

"Nice to meet ya too! Mah name's Silver Lining!"

The tips of her hooves and wings turned a silvery color at this. Silver recovered from her giggling fit enough to look up seriously.

"Anyway, waht do ya tink dis is?'

Star Fall sat up from her giggling fit and stretched her body out, still letting a few tray giggles out from Luna's accent.

"Hmm a corpal disguise? That when touched will feel real, so no pony else will feel your horn or my wings?" she tilted her head slightly.

Silver facehoofed.

"Naught dis, ah know ye know waht dis is. Ah mean dis! "

She jumped over to the large device on the tower with four spikes pointing toward the stars.

Sweet Cherry blinked and circled it slowly, a slight frown on her face.

"Four spikes... stars...does it have anything to do with what was going on when I made my attempt to teleport us off the moon?" she asked softly

Silver smiles.

"Exactly," she said in Luna's voice "With some luck and some stars, this will open a gateway home."

"Do you need me to do anything?" She blinked at her head tilted to the side slightly as she studied the object carefully

" Yes, I do need you to do something. It appears you have a similar talent to mine when it comes to stars, so why don't you get some practice and get one star on each of these poles. "

Star Fall nodded, beaming at her happily and settled down, slowly a star was drug down, beads of sweat dripping down her face as she moved it slowly towards the pole, deep even breaths...she could NOT screw this up!

Silver smiled. Of course, she could do this herself. She had tested the device quite thoroughly over the past few days. So long as her student didn't try to bring all the stars down at once the first time, she would be fine.

At long last after at least an hour of slow focus, a single bright burning star was settled on one of the four poles. Sweet Cherry let her head fall as she gasped for air, for she had hardly dared breathe lest she lose control and need Luna's intervention.

The disguised lunar princess nodded.

"It is harder to use your power when you are disguised. Do you feel comfortable doing the others alone, or should I help?"

"I... I just need to take a little break...the stuff I did before with the rock, and this, its very taxing, but I can do it!" she noded firmly and licked her dry lips.

Silver didn't quite believe her.

"How about this, you take a rest and I will get two more stars. When you feel ready, you can get the last one. No need to completely exhaust yourself before we start scouting out what's been going on in Equestria."

"Sounds like a plan" Sweet Cherry smiled at her.

She went down and dropped into a bed - which later she found was Luna's - curling up and snoozing peacefully. Star Fall dreamt of splended things, Commander Umbra and Snarkey alive and well...

It was good to rest.

* * *

When Sweet Cherry (Star Fall) woke up the device was humming audibly, even from a few floors down.

Looking around when she got back up to the top of the tower, she saw Silver Lining practicing self-defence against a few dummies brought to life by animation. She was only using her wits and small body to fight, dodging the larger ponies with quick hoof-work and a few flaps of her wings. Several times it looked like they had gotten her, but she soon moved the three dummies into a line and bucked them off the edge of the over, she saw Sweet Cherry staring.

"You ready to finish this up? I think I am ready for it." Silver Lining (Princess Luna) smiled.

Sweet Cherry nodded, stretching out her body limberily.

"By the way...what's going to be our story? we dont have any family..." she mummered softly. "We need to figure out our history before we encounter pony kind again"

Silver nodded.

"You first, if you have thought of one. "

"Well," she murmured softly, "It's basic bare bones, our parents were friends, but ended up dead from a sickness. We decided to keep traveling together because we don't know anypony else. I figure an animal or beast attacking might seem too out there."

As Silver sat thinking, Sweet Cherry began nervously pulling down the last star, wondering what her mentor would think of her idea.

A quiet chuckling came from Silver before she burst out laughing.

"You mean like how unlikely it is for an Ursa to waltz right into the capital?"

She the green pegasus suddenly sat bolt upright.

"Maybe Celestia suspected something! Maybe that was why she didn't trust you!"

She shook her head and spoke again, but in Luna's voice this time.

"I need to really stop being a filly for so long. I think it's affecting my reactions... "

Sweet Cherry looked thoughtful.

"Is it possible... Maybe Discord is affecting Celestia's mind, even when he's imprisoned in stone? Before Discord, she loved you, wanted you happy.. but what if we are going about this in an entirely wrong way?"

She frowned as she begain to pace slowly.

"Would she normally resent you for saving her life over those woods?"

Silver rolled her eyes, turning to look out over the lunar landscape.

"While I do admit that Celestia has been acting weird since Discord, I don't think she never really liked me. In my opinion, she put up with me and made it look like loved me to gain respect from everypony. It was like she really resented that I helped her when she thought she could do it alone, especially when it meant her favorite place in Equestria was infused with the entire chaotic being of Discord."

Silver Lining sighed.

"The last report I had was that even the capital's mines and orchards were affected by his magic. "

"I'm sorry..." Sweet Cherry whispered softly. " I was hoping she might have been cursed into acting in such a manner. Hoping there might have been chance for peace."

"Unfortunately no, Discord was just the last straw for Tia I guess. "

Cherry chewed her lower lip and settled the last star on the pole.

"Done."

The device started to buzz loudly as the four spikes with the stars attached came together at the top of it and began to slowly rotate around.

Silver grabbed Cherry and dragged her into a spot under the stars.

"Now, in a few seconds, we will be down in Equestria again." She explained quickly. "We will only have two days before the stars escape and we will be pulled back here. Hopefully we will have a plan by then."

The device began to beep, slowly at first, then faster and faster.

"Any more questions before we go?"

"Two days...?"

Cherry's eye widened and shook her head. However, she magically grabbed a bag and filled it with some supplies and books.

"Let's go!"

Silver smiled as she pushed a button on the machine, releasing the inhibitor that had been slowing it. The stars combined into one point of light above them, and the machine's beeping accelerated rapidly.

**_*Beep*_**

**_*Beep*_**

**_*Beep-Beep*_**

**_*Beep-Beep*_**

**_*Beep-Beep-Beep*_**

**_*Beep-Beep-Beep*_**

**_*Beep-Beep-Beep-Beep*_**

**_*Beep-Beep-Beep-Beep*_**

**_*Beepeepeepeepeepeepeepeepeep *_**

**_*Beeeeeeeeeeeeeeeeeeeeeeeeeee eeeeeeeeeeeeep*_**

**_*Click*_**

* * *

**_ Note: Luna is disguised as Silver Lining, Star Fall is disguised as Sweet Cherry._**

**_I use these name to show they are, in fact, in their disguises._**

* * *

There was a large flash and the moon disappeared from around Silver Lining and Sweet a moment, the world reasserted two were temporarily disoriented, but in a few seconds they got a good look around.

They were in a large clearing in a dark forest. There wasn't much very much light to see by, but Cherry jumped when she turned around to find a pony hanging over them. She caught her breath when she saw that hovering over them was a ivy covered statue that she thought looked a little familiar.

Silver Lining looked up at the statue. With a wink and a small light glowing above her head where a horn would be, the statue shook its form, revealing the armor covering its flanks. An emblem of the moon adorned its necklace, and the rest of the armor perfectly matched that Luna wore. When it was free of the ivy, the statue of Princess Luna nodded to Silver and resumed its rearing pose with a small spark dancing in its eyes.

"There, the portal is now linked to here, so when we return from the moon again this is where we arrive." Silver explained.

Sweet Cherry stood silent, looking thoughtful. She remained tense, waiting to see if anypony had noticed their arrival.

A howling suddenly rang out through the clearing. From behind Sweet Cherry the sound of hooves got steadily louder until she turned around. At this point, she saw a green earth pony running at her who was staring over her shoulder at something. The earth pony continued running in this awkward way, at least until she flipped over Sweet Cherry and skidded to a stop at the base of the statue. When she looked up, she saw the statue, gasped, frantically crawled backwards into Silver Lining's hooves.

The howl got much louder as a wolf-like thing ran into the clearing.

Cherry acted quick, spinning around and bucking it in the nose. As it ran off yelping, she threw as many rocks and sticks she could with telekinesis.

After the wolf was gone, she went to the filly now hugging Silver's front legs. The green pegasus stood there, not quite sure what to do at this young pony grabbing her.

"Shhh... calm down, you're safe now!" Cherry crooned leaning down next to her.

Silver Lining rolled her eyes.

_'Remember what I said about not immediately trying to finish a fight?_' Sweet Cherry heard in her head. '_Well, this may not be exactly what I was referring to, but it seems that those creatures aren't the smartest, and there's a lot of them!_

From all around the clearing eyes appeared, glowing in the night. The growling began as the green earth pony got up from the ground and stood quivering beside Sweet Cherry and Silver Lining.

"I think we should run." Silver commented, eyes shooting around the clearing.

"That way!" The little earth pony yelled as she ran off.

Sweet Cherry nodded as they shot off into the woods after her, the beasts close behind.

"Sliver, do you think we can get some mist to confuse em?" she called as they were forced to hoof it.

_'Um, I'm technically a supposed to be a pegasus right now, so not really.'_ she responded mentally. '_Which is besides the point that they probably use their noises more than their eyes.'_

Silver ran along with Cherry and the earth mare, playing the frightened filly. However, the light in the eyes of the statue far behind them now flashed once and glowed a solid green.

_'I thought pegasi ponies could make fog, since they do stuff with weather all the time!'_ Cherry thought back.

She slowed enough to grab a passing branch, pulling it along with her. When she let it go, it shot backwards hitting the first wolf in the face.

The yelping was soon replaced by howls of rage.

_'No, unfortunately, I am not that skilled currently. Keep running, I have a plan. Sorta...'_

Silver jumped over a fallen tree and helped up the earth pony who had tripped and fallen.

Sweet Cherry kept running desperately, lungs burning in her chest. She followed Silver's orders, trusting the mare to know what needed to be done.

Unnoticed by all of them - wolves included - smokey mist began to leak from the underbrush as they continued running. The wolves had almost caught up when a large object smashed into the ground, almost catching the leading wolf's nose. They backed up, shying away from this new thing.

_'About time.'_ Silver thought to herself. _'Where have you been... '_

_'Go Luna!'_ Sweet Cherry thought in joy, lungs almost bursting from all the running.

Silver Lining continued running, but looked back at what had made the noise. The statue of Luna was standing in front of the Timber Wolves, not permitting them to pass.

As the three fillies slowed down and turned to watch, the statue stood on its hind legs and begun to slam its hooves together. The resulting crashes were deafening, even where the three stood. The Timber Wolves writhed on the ground in pain before running off yelping when it stopped.

The statue then turned around and said this, its mouth barely moving.

"You are safe now, I do not wish to trouble you further."

It began to walk away, but was interrupted as the green earth mare spoke up.

"Who are you? Why did you save us?"

The statue paused mid-step.

Now that they had a spare second to look at her, Sweet Cherry and Silver Lining saw the earth pony was wearing a red bonnet over tightly braided yellow hair.

"I am Princess Luna, and that you are my subject is enough reason to save you." The statue said simply.

With that, it disappeared into the forest. The earth pony turned around and looked at Sweet Cherry.

"Who's Princess Luna? The only Princess ah know is Celestia."

"I thought there was a Princess Luna..." Cherry furrowed her brow. "You must forgive me, Sliver Lining and I are from out side of Equestria"

The filly scratched her head with a hoof.

"From outsade Equestria? Whay did you come here?"

Sweet Cherry lowered her head, hitting the proverbial nail on the head with her sad act.

"A sickness struck our home, my friend and I are the last of the fillies to leave our home." she murmured softly. "Ponies began to die so swiftly...no medicine was able to help..."

The little green filly looked at the ground.

"Ah...Ah'm sorry. Ah didn' know."

She looked back at a small saddle bag on her back.

"If yer going to stay around fer awhile, could ye help he get more of these strange apples? Mah family is runnin' low on food. Thats whay ah'm in here, lookin' fer food."

"Sure thing, I don't see why we couldn't!" Sweet Cherry beamed at her kindly.

She was from farming family before and so knew how it could be dangerous when food got scarce, it may put their plan back... but remembering nights when she'd wake up to find her own food rations eaten up by her sun loving family during the day made her wish to help the mare who braved the night to find food for her family.

Silver Lining nodded. As a princess she had everything she would have wanted, but living on the moon for a while gave her the idea of how it could be without all of that.

"What's your name?" Asked Cherry as they followed the green earth pony through the forest.

"Name's Annie, Annie Apple Smith!" she said cheerfully as they found the rainbow colored apple trees. Sweet Cherry used her magic to begin pulling them down and check for bad spots, helping to load up her saddlebag.

"I am Sweet Cherry, and this is Silver Lining!" she smiled as in a matter of moments the saddle bag was stuffed to the top and they could barely close the flaps.

Silver Lining wandered off a little bit. She looked around for anything nearby, pony or otherwise, then materialized a saddle bag. After she did so she smeared some dirt on it like she had dropped it when they had run. In it she made some basic trail rations and a waterskin. Then she returned with the soiled bag.

"I found my pack that I dropped earlier if you want to fill it too."

She set the bag on the ground next to them and then flew around collecting the rainbow apples.

Sweet Cherry smiled, humming to herself as she filled Silver's bag with the fruit. She hummed quietly to herself as the bag was packed as full as it was going to be.

"Mmmm jellies, jams..pies..cakes..ohhh you should pickle some of these in honey!" she cheered happily.

Soon the saddle bags were full and the three had eaten their fill of the fruit.

"Wow, those were good." Silver commented.

She rubbed her swollen stomach, realizing this was the first thing she and Star Fall had eaten since going to the moon. She made a note to look into how they hadn't been hungry the whole time, where upon immediately afterwards the sounds of low snarls started to come from around them. Looking up, the three saw eyes low in bushes all around them.

"Oh sour cherries, those guys again?" Sweet Cherry growled, then promptly moaned at her full belly. "Okay, we may have to resort to rather...extreme measures to get rid of em...cause I don't see that statue anywhere!"

Silver leapt up and succeeded in giving herself a stomach ache. She mentally linked her and Sweet Cherry so that they could have some sort of order.

_'Not sure where it is, we're on our own for now.'_

"Run!" Silver yelled out loud.

The three of the galloped out of the natural orchard right as the wolves seemed to come out of the trees themselves.

Sweet Cherry ran as hard as she could, weighed down by apples and her bulgeing belly. She had eaten just as much as Silver Lining, both of them hungry and thirsty from time on the moon. She whimpered as she resisted the urge to vomit from the sudden galloping on a hugely stuffed tummy.

The three were soon closely chased by the Timber Wolves, who were gaining quite steadily on them. Silver tried to contact the statue, but she kept getting interference from somewhere. As they thought they would be caught, they heard a loud noise off in one direction.

***Clang!***

***Clang!***

***Clang!***

It sounded a bit like somepony slamming two pieces of metal together. The howling of the wolves faltered as the noise cut through the night.

"Quick that way!" Silver yelled

They ran awkwardly towards the noise, hooves digging up clods of dirt, sweat forming over their flanks and stomachs, doing their very best not to falter and drive themselves into the ground.

The howls resumed as they streaked in the direction the noises had come from. As they got closer, the clanging stopped. Without the noise, the Timber Wolves closed quickly on the fleeing fillies. Through the trees they saw a stone building lit up with torches on poles around it.

Sweet Cherry panted heavily, heading towards the building, her mane flowing behind her. She slid to a stop, ramming against the side of the stone building. Heart going into overdrive, she slid her eyes shut, body lathered in sweat.

"Oh my goodness..."she whispered as she lay there trembling all over. She whimpered a little bit, waiting for the wolves to get to her.

Silver and Annie skidded to a stop next to her, staring back at the advancing pack. The three fillies clumped up against the wall of the building, Timber Wolves coming into the light on all sides. Silver began to panic, eyes jumping between the wolves, but before she could do anything magical a loud voice rang out.

"Oi! Wolfies!"

Over to one side stood a large brown earth stallion who hadn't been there a second ago.

"Get the BUCK off my lawn!"

He bucked a large bell that stood nearby, making a noise easily three times louder than the clanging they had heard before.

The three fillies clapped their hooves over their ears, the wolves ran off from the loud noises, howling to the moon above. Sweet Cherry blushed bright red as she looked at the handsome stallion before her.

"And stay out yeh varmits!" the stallion yelled after the Timber Wolves.

He turned to look at group of frightened fillies taking their hooves off their ringing ears.

"Now, who do we have here?"

Sweet Cherry stepped forward and smiled at him shyly.

"My name is Sweet Cherry, this is my friend Sliver Lining and a friend we just made, Annie Apple Smith. I thank you for your aid against those wolves, more then likely we were so bloated up on those yummy apples we found they would be filling their bellies by now if it weren't for you and your bell!"

The stallion smiled. Now they had a chance to look at him, they saw he had a brown coat with a dark blue mane that went well with his smile. His cutie mark was that of an anvil and hammer. He gestured towards the door of the house.

'Nice to meet y'all, but I think we should continue this inside.'

In the distance, howls could be heard as the Timber Wolves regrouped.

Sweet Cherry blushed under his kind smile, leading to a mental facehoof from Silver.

_'Great Gaia, I had to go and get a crush didn't I_?' She thought to herself, careful not to send it to Silver._ 'Then again...first stallion I've encountered not affiliated with the Shadowbolts...plus the hero thing...'_

The inside of the building was one big room that was filled with tools and equipment. In one corner was a furnace that made the room quite hot. Walking into it was like walking into a furnace, the little fillies flinched. The stallion noticed this.

"Oh, sorry, I was working, I'll open some windows."

Looking around, they saw many finished products on the walls, shovels, parts of a plow, and even some swords. There was a full suit of armor in one corner, although it didn't look like it would fit him. The stallion came back over after opening a few windows. As the room cooled off he sat down on a stool and leaned back against the wall.

"So, what were you ponies doing in the woods at night? And don't I know you?" He pointed at Annie Smith.

"Ummm, well, we just moved to the area and ah was out tren ta find food for my family. Our supplies are runnen pretty low." Annie said, shuffling uncomfortably under his gaze. "Ah was been chased by deem wolves and ah ran into them by this big ol statue of a pony like princess celestia, but she hadda moon on her flank! Then the statue came to life, called itself Princess Luna and called us her subjects!"

He chuckled.

"You're lucky. Not many ponies survive their encounters with the Timber Wolves..."

The stallion blinked.

"What did the statue call herself?"

"Princess Luna."

For some reason, this seemed to strike the pony as more important than the Timber Wolves. He began pacing up and down muttering to himself. As he walked by them they caught snippets of what he was saying.

"...can't be, he said it had been years...maybe should send word... no. Must be sure first... cannot wake Umbra without proof..."


	5. Chapter 5: Iron Hooves

*** WARNING! ***

**THIS CHAPTER CONTAINS STAR FALL GOING APE-SHIT. ANYTHING SHE MAY SAY AFTER THE RETURNING TO THE FUTURE IN THIS CHAPTER MAY BE QUITE INAPPROPRIATE FOR A T RATING.**

*** YOU HAVE BEEN WARNED, THIS IS A LOCALIZED EVENT. ***

It was a struggle for Sweet Cherry not to pounce on the stallion and start demanding answers upon hearing that name. She was careful not to look at Silver Lining as she tried to keep a straight face.

"If you would pardon my ignorance sir," She asked quietly and carefully, "But I had heard pony tales from my elders on this Princess Luna, yet Annie here has only ever known of Princess Celestia. Could you explain why tales seemed to have twisted from here to my homeland?"

The stallion looked up at this. He walked over to Sweet Cherry and gave her a thorough look over, making her quite uncomfortable. After a minute or two, he stepped back and answered.

"That - I can explain a little - but not much. Much of what I know is secondhand. Anyway, I have forgotten to introduce myself. I am Iron Hooves, the blacksmith. Yes, I do know your family Annie - I mentioned to Princess Celestia that I wanted neighbors, so she sent every bloody pony looking for a home here. Your family was the first, wasn't it?"

Sweet Cherry moved closer to Silver Lining, but not too close. She didn't wish to get her sweat on her. She was a bit fearful hearing Iron Hooves was in contact with Celestia, and so sought to protect her just in case.

"Y..yes sir." Annie stuttered a bit.

"Well, anyway it looks like the sun is starting to rise so here. If I am going to tell you this, then it should be where I can show you certain things."

He waved them back out the door. Going outside, the ponies blinked at the rising sun. Silver suddenly had old memories from before the moon, of her sister's joy at raising the sun.

She pushed them down hastily. No need to worry about them now. Looking out into the forest, they saw the building was on a large hill, substantially taller than the rest of the forest.

"Now," said Iron Hooves, "Take a good look at my home behind you."

The three fillies did an about face, looking at the house in the new light. As the warm light of the sun slowly lit the building, it began to look familiar to the two disguised alicorns. Annie looked at it and shook her head.

"What about it mister? Is there something special about it?"

"Well," Explained Iron hooves, "I will tell you this. This was once the third floor."

Suddenly, the two very out-of-time alicorns figured out what they were looking at. It was the top of one of the guard towers of the old capital, one of the ones that surrounded the entire city.

Sweet Cherry blinked, gob smacked, trying to hide how stunned she was at being home, remember all the times she had played hide and go seek with Umbra's forces...sometimes sending them into a tizzy of worry...it was a struggle to not weep at the familiarity of it all.

"This was once a guard tower of the capital of the two royal pony sisters, who ruled together so many years ago."

The stallion nodded his head in one direction.

"If you want to get back to your folks Annie, the path over there will lead you out to near your farm. I think these two want to know more about this than you do."

Annie was quick to take off with her yet to be named Zap Apples, leaving one earth stallion and the two disguised alicorn behind after having them promise to bring the apples around when they were done.

As Iron Hooves stood there - gazing off into the sunrise - Silver broke her composed state to glance over at Sweet Cherry.

_Don't jump him..._ she warned.

_I know, I know._ Sweet Cherry brushed the thought away.

"Well, aren't you going to tell us your story?"

Iron Hooves tapped his chin.

"I can tell you, or I can show you. Whatever you wish."

"Whatever way is easier for you, Sir Iron Hooves." Silver Lining murmured softly, but kept up her disguise, just in case. "But perhaps this would be better taken inside...with a drop of something to calm my friend down."

"In that case," Iron Hooves reached inside and grabbed a waterskin for each of them. He also snagged a saddle bag with a bunch of unlit torches in it.

"Follow me, I think it will be much easier to show you then explain. I don't quite understand why they did it."

With that, he started walking down a dark, much more overgrown path deeper into the forest.

Sweet Cherry followed on autopilot, and they both followed the stallion through the deeps of the Everfree forest.

"What ever my Shadowbolts did, it was most likely done with my arrival back on earth in mind. The stars above would not stop me coming back." Silver Lining mused softly. "Celestia will die for what she's done...my poor student was near death when we were sent to the moon."

The stallion walked along without looking back for the longest time. They followed him as he walked down the edge of a cliff, through a pitch-black swamp, and over a river on a fallen tree. It had been almost a half an hour before they came to a ravine. Over this time a thick fog had risen around them. Iron Hooves started walking down a small ledge into the depths.

Before going down, Silver took a good look around. She blew a small wind across the chasm using magic when Iron wasn't looking. The fog dissipated for a few seconds before unnaturally returning. For a second she saw a familiar outline in the distance, the outline of the royal palace. She realized that if the castle was there, they were going into the sealed royal mines that hadn't been used since directly after the fight with Discord.

Sweet Cherry frowned at seeing the castle.

"This is the main area to be affected by Discords powers, right?" muttered she nervously.

"Yes," Silver responded. "Just around here was where we fought Discord. Most of his power would be centered around here. It looks like Iron Hooves found the mines that I sealed after they were affected by Discord. Not sure why we are going there though."

From down in the ravine came up a yell.

"Hey! Do one of you two fillies have a light?"

"We should stay in disguise at least until we get to wherever he's taking us." Silver whispered.

She turned around and flapped down to Iron Hooves, followed by Sweet Cherry soon after. When the latter reached the floor, she focused for a moment and a bright light came off her horm, illuminating the area all around them, shining through the fog

"Thanks, could you light these too?" He held up a torch in his mouth. "They will come in handy."

After Sweet Cherry succeeded in lighting them, Iron Hooves lead them into a mineshaft at the bottom of the ravine. He led them around for hours, lighting torches that had been left on the walls. Once they had to change torches when theirs ran out. By the time they reached their destination, their hooves hurt and their legs were sore.

"We're here." announced Iron Hooves

'Here' was apparently a large dark room that went farther than their torch's light did. Iron Hooves walked forward into the room, undaunted by the complete darkness. Soon they were completely surrounded by the emptiness.

Silver was getting creeped out by the lack of anything except the occasional echoing of their hooves.

Eventually they came into sight of a large door, at least three times Iron's height. The doors was covered in complex carvings of the old royal princesses.

The left door was split into three sections. At the top was a spitting image of Princess Celestia raising the sun. Luna narrowed her eyes at this. Under that was an image of the Light Guard marching in step, each a carbon copy of the last. At the bottom was an optimistic picture of ponies playing in a park in the capital. Much of that side of the door seemed forced and suffocating.

The right side of the door was also split into three sections. On the bottom was an image of Princess Luna, staring up at the moon and stars. Above that was an image of the Shadowguard rebuilding the capital after the Ursa attack with help from the Shadowbolts, who were bringing in supplies. At the top showed the Ursa attack in progress, with Luna standing in between the Ursa and the scared ponies of the capital.

"This would be where I found him." said Iron Hooves, breaking into Luna and Star Fall's thoughts.

He leaned down to their height.

"I want you to be entirely sure that you heard the name Princess Luna. This guy won't entirely be happy if he gets up and she's not here."

"Is it...is Commander Umbra behind those doors? Please tell me it's him... Please tell me that he's alright!" Cherry pleaded with the older stallion.

Iron Hooves sharply glanced down at Sweet Cherry.

"How do you know him? I don't believe I ever mentioned he was a commander. From what I know he has been here for longer than you seem to have been alive. Or are you really a filly? I'm not a total moron. I can tell you know something about this."

_Might as well give up the ghost, if he hasn't given up Umbra to Celestia he must be trustworthy. _Sweet Cherry thought

She shimmered a bit, shifting to her true form, her bat wings spreading out slightly.

"My name is Star Fall, the scene on that door of Princess Luna defending a town? That was planned by me so ponies would see her as a protector, to stay awake to see her stars and the moon... And Commander Umbra is the first colt I would call my father." Star Fall said matter of factly.

Iron Hooves took a few steps back.

"W..what? h..how? Oh nevermind, after what I learned in here I guess anything is possible."

He turned to Silver Lining, a suspicious gleam in his eye.

"And who are you? Another pony from the distant past?"

She only smiled.

"I will reveal myself soon enough. Continue, please."

Iron Hooves gave Silver Lining a peculiar look, then proceeded to the door. He stood up on his hind legs and pushed against the moon Luna was staring at on the door. From behind the door there was five loud noises as the door unlocked. Slowly, the door swung inwards. The inside corridor was lit by a dim light. It extended onward with alcoves along the walls. They walked a little bit further and came to a large circular room. The only part of the room lit up was a book in the center on a stone pedestal.

Star Fall walked up to the book and saw the words: _**Thee Historia Of Equestria**_. Around the book was a slightly orange field of light. She then turned to Iron Hooves,

"Well? Where is he?"

Iron Hooves took his torch and walked around the outside of the room. First he past a large statue of what was clearly Princess Celestia in her younger years. Then he reached a large statue of Princess Luna.

He looked back at them and pushed the moon emblem on the statue's chest. A loud grinding came from the of the room directly opposite where they came in. A strong orange light came from the opening. When it was fully open, it revealed five ponies laying peacefully on the ground. The closest to the door was Commander Umbra.

Every bit of color seemed to drain away from Star Fall's body as she stared blankly at the seemingly dead looking Shadowbolts. She began to sway slightly on her hooves, a thousand horrors racing in her mind, a mental scream of '_NO!_' reverberating, pounding on her bones. She...she had wanted to ask him if she could call him dad...but she hadn't wanted to do so until she got her cutie mark...now...now...she would never get the chance...

Silver sighed. Of course, she didn't expect anything less from her Shadowbolts. She began to laugh.

"I should have known. Leave it to my hoof-picked wonders to find a way back to me. You haven't aged a day."

Over on the other side of the chamber, Iron Hooves was starting to figure it out.

"Wait, your Shadowbolts?" he mumbled.

Star Fall blinked at Silver's outburst. Slowly she stepped forward and leaned down listening very very hard. She stared in shock as she heard it. Very faint, Very low, but there ...heart beats, heart beats! She sank to her knees, naked relief clear in her eyes.

"Don't worry," Silver Lining told her. "They got clever with magical preservation. Kinda like with that Historia, but much more complex."

She pointed back at the book, which had a similar orange light around it.

"Anyway, don't touch them. It will wake them, and that isn't the most pleasant experience I think. Besides, now is not their time to wake."

Iron Hooves cautiously walked up behind Silver Lining.

"How about a deal, you tell me who you are, and in return I tell their story so you don't have to wake them up."

Silver Lining leaned over backwards, a little smirk on her face.

"Deal."

A loud whirlwind tore through the room, sending dust everywhere. The book on the pedestal and the sleeping Shadowbolts were the only things not affected, protected by the softly glowing orange light. When the dust settled, Silver Lining was nowhere to be found.

"Where are you..." asked Iron Hooves, going silent at the end as next to her statue he spotted Luna, who was lounging on her statue's back. She smiled coyly.

"Now, you were saying?"

Star fall giggled as she cantered up to Princess Luna's side, utterly giddy at the fact that Umbra and the others were safe, and at least not hurt.

"Iron Hooves, you're going to catch flies in your mouth!" sing songed Star Fall. "Now tell Princess Luna and I the tale, so that we may decide how best to rid the world of the evil know as Celestia, and how painful we may need to make it in punishment for our friends and allies!"

Iron Hooves closed his mouth and gulped.

"Um.. W.. well, he said it started one night when you two disappeared."

* * *

**Almost a Thousand Years Earlier...**

After the two had been sent to the moon, Celestia had put out a call to her personal guard to capture all of the Shadow Guards. Most were captured fairly quickly, just some escaped along with the Shadowbolts. Led on a high speed chase across the capital, they fled from the guard and angry ponies alike. It was only later when they had a few moments of rest when they found Celestia had marked Luna a traitor due to the fact she had 'ordered' the entire capital killed off along with declaring eternal night. Even more so, she announced that Commander Umbra, a high standing stallion with honors in battle, had taken advantage of, then killed, the innocent pupal of Luna.

They had only a brief rest from the chase before the mare herself found them, tearing apart the building of which they were hiding. Fleeing across town, Celestia destroyed the capital in her attempts to catch them. Succeeding to escape into the mines, they were able to get a unicorn guard to seal them in special time spells - almost halting time around them - allowing them to live for centuries.

Iron Hooves didn't know the details, Umbra had been getting more and more incoherent as the time spell pulled him back in.

* * *

**Back, Back To The Future!**

"So that little bitch...that harlot, decreed that Luna had gone mad. And Umbra, Shadow Storm, Moon Fox, Storm Cloud, Ravens Wing, and the rest had followed suit... she dared to say that I was one that was tragically killed and raped by Umbra?"

Fury was rolling through Star Fall, anger clear in her eyes as she began to pace around the room

"I will cut off her horn and sheer off her tail so that all stallions may take a turn at spilling their seed into her womb! She will be the whore of Equestria, for the shame she has brought upon the Shadowbolts is too great for even death!" she snarled out.

Luna was shocked by Star Fall's viciousness and the tale of the Shadowbolts.

_Has it really come to this?_ she thought

She rose, motioning to the other two.

"Come on, we have work to do."

"Aren't you going to wake them?" asked Iron Hooves.

Luna looked back at the time-locked ponies.

"No, it is not time for us to rise."

With that, she strode from the room. Unseen to the other two, her entire body darkened slightly for a moment. Star Fall cantered after Princess Luna swiftly, giving one last longing look to Umbra.

"We only have two days on this earth Majesty, how can we spend it?" she called.

As they exited the crypt with Iron Hooves and sealed the entrances once more, Luna explained.

"First, we need to find a time in the future where Celestia will be around here. It will be difficult to figure out, but we need to know when she will be vulnerable."

"Second, we need to locate what is left of the shadowguard. They were as loyal to me as the Shadowbolts so I know they will have left something behind."

"Third, we will need supporters if we are to have a complete rebellion . For that we could gain the trust of the townsfolk, I am sure some gratitude will percolate through the ages."

"Fourth, which we technically don't need to do here, we need to find an effective way to bind Tia. What you did to me hurt, but it wouldn't have held an alicorn forever."

They reached the bottom of the ravine. Luna cursed.

"Bucking hell! I'm not walking all the way back!"

With a flash, they all found themselves teleported back to Iron Hooves' house.

Star Fall giggled at the teleporting.

"Well Majesty, I believe we can start with townsfolk. With the Apple Family being the very first we need to cultivate that. Saving Annie will go a long way. Country folk are quite simple, it will work in our favor."

She took a gulp of water, thinking slowly.

"If we offer the dragons the supply of gems that the traitor whore has accumulated then perhaps they will be on our side. She seems to like shiny things" she murmured coldly.

"As for an more support...that can be linked to the dragons. Find races that are against The Bitch, find out what they long for, compromise with them and make sure we can deliver once she's gone."

Another long pull of water and she sighed in relief.

"As for capturing her, that is going to take time, we can begin by breaking her horn off, without that she's powerless. I also could recommend some things with the pointed end." She spat out.

Luna nodded, her heart in turmoil from what she had heard.

"Yes, I think we should start with the Apple family. I have an idea how to get them on our side. The dragons are an idea, their high council should have the pull to raise an army for us. If you would like to look into the other races, I will gain the trust of the Apple family and try to find the remains of the Shadowguard. I extremely doubt that finishing off Celestia will be that easy, even if you do break her horn."

Star Fall giggled happily and stretched out her body.

"I will do my very best your majesty, first I need to see if I can wake up Snarkey, wherever she may be, she may help me pull sway." She slid on a saddle bag and made a few rations appear, tucking them away securely.

With that, Luna gave her student a nuzzle.

"Good luck, and see if some of the other races are up for it too. I think I have everything I need to get the Apple family on our side."

"I will make you proud of me I will not fail you!" Star Fall nuzzled back and took off swiftly towards their former home.

Luna turned back into Silver Lining. She didn't want to terrify the Apple family before she gave them reason to trust her.

Popping a copy of the book the mines into existence, Silver went over to Iron Hooves. He was mulling over what had happened.

"I want you to have a copy of this. "

She floated over the copy of Thee Histoiria Of Equestria.

"This is the entire history of Equestria up to a thousand years ago. I think you should have one just in case. "

She materialized another copy of Thee Historia Of Equestria and hovered Star Fall's bag of strange apples onto her back.

With that - and a slightly confused look from Iron - she set off in the direction of the Apple family's plot of land, leaving a slightly confused stallion behind her. She exited the forest and made her way towards the farmhouse. As she got up in front of it the front door burst open.

"Silva Lining!" Annie Apple Smith galloped up to her. "Are ya ok? Where's ya friend at, Sweet Cherry, she didn't git attacked while in the woods did she?" Annie frowned at her worriedly, almost frantic.

"She's alright. Just staying with Iron Hooves for awhile, I just thought I should bring the apples we helped you pick over."

Silver Lining rocked on her hooves quite convincingly. Her saddlebags, while a normal load for a full grown alicorn, was much more than her 'fragile' form could hold.

Swiftly a few very handsome colts came out for the farmhouse and helped her, gently pulling the saddlebags off her back. Suddenly, a red mare swept her up in what a normal pony would call bone crushing hug.

"Oh you helped save my baby girl, you brought us food, I can never ever thank you enough!"

_*Squeeeeeeeeze*_

* * *

Star Fall made sure to stay to the shadows, making sure not to be seen by the light of Celestia's sun. At last, she found the castle and let out a cry of distress at the ruins. Most of the surrounding buildings had collapsed, leaving only the main hall standing. The Celestial Tower had fallen, crushing the mostly-finished Lunar tower and smashing most of the library.

Star Fall hurried towards the Vault, hoping to find some way to awaken the dragon. When she eventually made her way down to it, she found the Vault surprisingly intact. Around the statue on the middle of the room was a shield-like purple bubble which came down to the floor and coated it out to the walls. Her skidding to a stop at the bottom of the stairs nudged a rock moving, which rolled past her and bounced onto the floor. She flinched, remembering Snarkey's other traps, but it just skipped across the surface, stopping at the bubble in the middle.

She blinked and frowned. Telekinetically lifting a large white rock, she turned it into a large white cat. Swiftly, she stepped back and flung the cat towards the bubble, waiting to see what might happen to a living being.

The cat flipped around, landing on the bubble on all fours. It yowled and ran past her out of the Vault.

"Well as long as no living thing can get in there...perhaps after I meet with the dragons I will go to the griffon kingdom. Feasting upon Alicorn flesh might be just the treat..." she purred and turned into a pegasi pony with no cutie mark and hid herself in a cloud, traveling toward the dragons.


	6. Chapter 6: The Dragons and The Griffins

_-quick note: Star Fall goes a little crazy. Not quite permanent. -_

Silver Lining was being slowly crushed to death, but it didn't feel that bad. Then she remembered another time when she had almost been crushed to death recently. Probably why this didn't feel so bad, but she couldn't breath.

"Please... I can't... Breath..."

"Oh, sorry," the mare dropped Silver and tried to see if she was alright. "Oh, I am so sorry dearie, it's just when my dear Annie vanished in the middle of the night and we couldn't find hide nor hair o' her we panicked! I heard those awfel wolves and thought the worst. Anyways, meh name is Apple Brown Betty, it's a pleasure to meet you dearie."

"Silver Lining" responded the disguised Princess Luna, holding up a silvery green hoof. " Ah'm from a fair distance away, mah friend Sweet Cherry and ah got lost in the woods and we ran into Annie."

Betty chuckled and reached out taking the pegasi filly's hoof and gave it a good firm shake that left Silver's leg going up and down on its own for awhile.

"Well, it's a darn good thing ya came long when ya did! Come on in, we was just starten to cook sum of this wonderful apples, you and yer friend couldn't have come at a better time!" she was dragged along to be fattened up properly on yummy baked treats.

Silver tired to say she was full, but she was dragged inside anyway. Inside the house the smell of the apples was overwhelming. She wanted to eat more of the fruit, but stopped herself before she made herself explode. The seeming older mare patted her belly.

"Seems you had a might too much hmm?"

She set a glass of rainbow colored juice with every color a faint yellow sheen across it. "We whipped up a few barrels of cider, quick as we could!"

Betty began to shuffle about humming softly. The building was so new it still smelt of sawdust and new paint.

"Now why don't you come and sit a spell, tell us about yourself, hmm?"

Silver bowed her head, not drinking the cider.

"There's not much to tell really. My family was friends with Cherry's family, so we've been friends for a while. When a pandemic passed through, most of our family was quarantined. The doctors said they tried to find a cure, but everyone in quarantine died soon afterwards. Since Cherry and me where the last ones and we didn't want to live all alone in what was left of our homes, we decided to travel and see what we could. "

A small tear formed her eye and dripped down her cheek. Luna had to stop herself from smiling. They were easily falling for it.

_'__Suckers__'_ She thought, but felt a little bit bad about lying.

"Oh you poor dear!" brown betty gently dabbed the tear away from Silver Linings cheek tenderly. "You and your friend are always welcome on our farm, ah just wish ah knew a way to repay you for saving meh child." she whispered

Silver Lining sniffed.

"It wasn't us. It was the stone alicorn. Called herself Princess Luna. "

Remembering the statue, she attempted to reach it without showing the magical aura around her invisible horn to the Apples. It was difficult, due to hiding the magic, but she found it near the edge of the forest.

_'__Strange__,'_ she thought to herself,_ '__The __forest __must __have __a __constant __magical __interference__, __which __is __why __I __had __trouble __reaching __it __before__.'_

"Hmm Princess Luna huh?" the red mare hummed as she picked up a bag of seeds and passed it out the window to an earth colt. "Now you be careful with them wheat seeds!"

* * *

_** Star Fall **_

* * *

Star Fall landed in a large crater at the top of a mountain. Taking a deep breath, she exclaimed to the surrounding smoke:

"Good dragons of Equestria, I come to you to ask for your aid! I am here on Princess Luna's request! No doubt some of you remember a time when two princesses ruled this fair land!"

A low rumbling came to greet her from out of sight.

"We remember... some of us were there. "

She continued:

"I have come before you to ask for aid in righting the wrong that was done to myself and Princess Luna. Rise up, aid us and once Celesia is gone, not only will you have the chance to rip the gold and jewels from her hooves, chest and head, but you will also be given a portion of what ever tribute that has been given to her!" she cried out eagerly, pacing. "I shall not ask you alone for aide, I know that she is strong and it takes long while for dragons to grow, you were merely the first and most important group for me to visit on this day we come forth from our captive on the moon!"

A large head red appeared in front of Star Fall, and blew a cloud of smoke around her. When the smoke cleared and Star Fall stopped coughing the dragon was right infront of her.

She stared at the large dragon before her, doing her very best not to fidget under his gaze or move backwards. She would not be the coward, she would not act like a foal! She waited for the words the elder would speak.

The dragon growled at Star Fall.

"We will assist in your operations, however, be prepared for us to collect, we do not like to be kept waiting. "

It withdrew its head and stared down at her.

"Are you a relative of the royal sisters? We were not aware of a third alicorn in Equestria. "

"We will do our best to move the plan along as swiftly as possible, I promise." she blushed a bit. "No I am not blood related. I am Star Fall, the student Princess Luna took on. Upon being banished to the moon both Princess Luna and I nearly died. Somehow the magic I used before to give myself wings became permanent. I am not sure if I AM an alicron but I do know I am much more magically powerful than before." she murmured respectfully.

The dragon's eyebrows went up.

"So you were originally a unicorn?"

"Yes. "

The dragon turned to another out of sight and whispered,

"Sounds familiar, doesn't it"

The dragon then turned back to Star Fall, who hadn't heard their exchange.

"We will help you. Inform us of when we are to strike. We will gather our strength."

"I thank you, we will try to move as swiftly as possible so we do not wear out your patience" she bowed low and wiggled back into her cloud and slipped away.

She reached out to Luna with her mind as she quickly retreated from the dragons.

'_Alright, __if __I __offered __up __Celestia __to __the __griffins __t o__feast __upon__? __Alicorn __meat __will __be __new __to __them__, __and __once __she __is __gone __we __will __never __need __to __worry __about __her __again__! __We __can __ask __them __to __keep __the __hide __intact__, __place __it __on __your __throne__!'_

* * *

_** Luna **_

* * *

Luna heard Star Fall's question and mentally answered.

_"__That __would __be __fine__, but __no __need __to __save __any __of __her__. __Say __they __can __have __her __hide __for __themselves__. "_

She then returned to where she actually was and answered Betty.

"Yes, she said we were her subjects and that was enough reason for her to help us. "

From outside, the earth pony who had taken the seeds ran back into the house yelling:

"Nightmare Moon! She's outside in the orchard!"

Silver and everypony else rushed out. It wasn't any nightmare creature as Silver could tell, but the other ponies were terrified of the statue walking through where their orchard was to be planted the next day. Luna saw what it was and directed the statue to pick up the bag of wheat seed the terrified earth colt had dropped. It brought them up and dropped them at Apple Brown's feet.

"I have heard of your food shortage from Sweet Cherry. I have decided to give you a gift. "

The statue turned toward the future orchard and its horn glowed. Luna poured power into the statue, allowing it to take what seeds the Apple family had taken from the rainbow apples and levitate them into the air.

"Hey! Stay away from those!"

The statue did not listen and continued to plant the seeds. As it sent the seeds across the entire field, small holes opened in the ground. The seeds settled in the ground and the holes closed over them, leaving no evidence they were ever there. The Apple family stood silent, waiting for what was to happen. Luna herself materialized "Thee Historia Of Equestria" in front of Apple Brown. The earth pony jumped as it hit the ground.

"This is my gift to my subjects. May it last for generations."

The statue began to walk away towards the Everfree forest.

"What gift is this?"

Apple Brown peered down at the book. Her eyes widened at the name.

"Is this the..." she started to ask.

"Yes. You are welcome. Eat well."

The statue disappeared into the forest.

"Waht did it mean bah eat well?" one of Annie's siblings asked

The orchard sparked. Only Silver Lining saw it at first. She was expecting it. Soon there was a line of lightning sneaking out of every former hole. Gradually, the entire Apple family looked up. The lightning began to form into tree-like shapes.

"Waht is dat?" Annie asked

The lightning trees let out a massive line of thunder, causing the Apple family to look away. When they looked back, there was rows and rows of apple trees. Soon the youngest of the apple family gathered round to talk.

"Iffen nightmare moon was sapposed ta be evil, why did she plant all the crops we needed to be planted? it couldda taken us weeks to plant all them seeds!" one cute little colt said aloud with a frown.

Apple Brown Betty began to read aloud from the book. She had to pause several times to explain a large word, but it soon became clear. There had never been a nightmare moon, the night that had supposed lasted hours on end was only two to seek out and heal her beloved Star Fall, the filly she viewed as her own. It was a sickening tragic tale.

Silver Lining couldn't help listening to the tale, but she wished she could leave. After they got to the part about how she had met Star Fall, she snuck off into the orchard. She sat under a tree aways in and started thinking back over the past few years.

Real tears began to form in her eyes thinking of all of her old friends in the castle and all the other ponies she had known. Seeing the Apple family together had opened those feelings back up to her.

Something touched her shoulder. She looked up and saw the statue.

"Well, it seems there are still is some friends who are still here." Silver smiled as tears ran down her face.

"Don't you worry, everything will work out just the way it needs to" soothed the statue gently as it wrapped a front leg around Silver Lining, cuddling her close.

Silver Lining nodded and sniffed. From nearby a voice called out.

"Silvah! Where are yah?"

Annie Smith walked around a stand of trees and saw Silver lying against the tree with the statue sitting next to her. She froze, staring at the statue.

"Oh, crap," whispered Silver under her breath.

"Silva?" Annie blinked, staring at the statue and stepped closer. "Is there summenten you might want to tell me? I won't tell no pony else" she said softly.

Silver Lining face-hoofed. She was going to tell her something. After what felt like hours, she eventually decided.

"I didn't want to hear the rest of the story." She leaned up against the statue. "I already know how it ends."

A fresh tear dropped down her cheek as she explained.

"Your the Princess Luna?" she was drawn into a hug by the earth pony, cuddling her close. "Oh you poor thing...seeing your little filly almost die on you must have been horrible!" she gently dabbed her tears away. "Don't you worry, the Apple family's gonna be on your side, one day I'll have babies and i'll raise them on your laws and rules!" she vowed

Silver Lining hugged Annie.

"Thank You." Then she smiled. "You do know who Sweet Cherry would be then?"

"She's the lil filly Star Fall, right? You must be madder than a wet hen about what Celestia said your mate did to her, him been like a daddy to her!" annie nuzzled her gently

Silver smiled and had the statue lay down next to her.

"To be honest, I am disgusted with Celestia. She never was the best sister, and often was terrible."

She stood and wiped her face.

"Come on, we better get back before anyone notices the two of us are missing."

She giggled and lead her back to the farm house. Quite a few mares looked steamed at what happened to Princess Luna and were plotting how to aide in Celestia's down fall.

When they got back, Luna remembered what she was meaning to put in the book. She slipped behind an apple tree and materialized a letter inside the book.

"Hey, there's a note in here!" exclaimed one of the fillies pouring over the book.

Apple Brown took the letter and opened it. It read:

_The __best __way __to __help __me __right __now __is __to __spread __the __word __by __word __of __mouth__. __I __do __not __want __Celestia __to __hear __that __I __am __back __before __I __am __ready__. __The __full __might __of __Equestria __will __be __brought __to __bear __against __her__._

"Word o' mouth it is!" Brown betty nodded firmly. "We'll raise our young to be discreet, make sure all newcomers read this book to bear witness to evil's might" Firm nodes went all around the field. "We'll be ready to fight, youngins or oldens, wrongs must be made right!"

Luna smiled. She had expected less, but this was perfect. she gave annie a poke.

"I have a few other things I need to take care of, could you cover for me?'

Annie nodded and patted her shoulder gently.

"I'll tell em ya went to meet up with Iron Hooves. Just make sure you bring Sweet Cherry to visit!"

"As you wish, my subject. "

Luna paced over behind a stand of trees, out of sight of everypony except Annie, who was standing away from the crowd around the book. When she was out of sight, her disguise as Silver Lining melted away and took off, gradually turning into a dark cloud.

* * *

**_Star Fall _**

* * *

She smiled as she glided toward the rugged mountains, quite happy with the idea of Celestia being devoured...she would keep the hide for herself as a prize if the warriors she was going to see would allow it.

Star Fall slid out of the cloud bank she had used to hide her movements from the sun and pondered how best to get an audience with the males or females in charge.

She guided her cloud down towards the mountain side, having spotted many thatched roof tops, she smiled in delight as she slipped downwards and landed on the hard packed ground and looked around carefully. She cleared her throat softly.

"I request an audience with the elders!" she called politely over the whipping winds

The griffons grouped around her until she was surrounded. One stepped forward.

"No one sees an elder without good reason."

The griffon in question spat on the ground.

"Or without proving themselves."

She smirked and looked around with a cold smile.

"How does a chance to taste Celestia's flesh and blond sound, and a chance to hunt down timberwolves in the like sound? Aide her majesty luna and you will have alicorn flesh to feast upon. all i want in return is her hide and horn" she smirked and spat a spit wad in their direction

The griffon's eye's widened along with his grin.

"You are going to attempt a full revolution? You?"

The griffons around Star Fall started laughing. Most were her size, but a couple were much bigger. One of the bigger ones cracked its claws. The griffon that had been talking silenced the crowd and continued.

"We may be interested, but no one speaks to an elder without proving their mettle. The elders are our most valued fighters and generals of the past millennia. You are no more than street trash to them, who says we cannot have a feast of alicorn flesh now?"

She smiled darkly and began to circle different griffins, peering down between their legs and at last selected a large female. She pinned her down smiling at her. She climbed on top of her like she was riding her.

"Now since you all want me to prove myself...why don't I go ahead and show what I intend to happen to Celestia, hmm?" she crooned, stroking the eagle's head tenderly and mockingly

The griffon Star Fall was on began to protest.

"Hey! Wrong way of proving yourself!"

A wing slammed into Star Fall, knocking her off the griffon she had selected. When she looked up, she saw the largest griffon standing over her glaring.

"No one touches my nestmate," he growled, "And lives."

She giggled a little bit and stood up, popping her shoulder blades and limbering up.

"Nest mate hmm? I suppose you'd know my fury then, Celestia saying those who raised me, taught me all I know...that they would even DREAM, of raping me, of murdering me...for that her hide will be my bedspread, and my father will be the first to invade her cunt!" She cackled madly and forced herself to stay calm, watching the large male before her with narrowed eyes. There was a good deal of rage and insanity lounging in those pretty sapphire orbs, eager to leech out and strike. "So do I need to kill you or just beat you to see your elders?" she asked calmly

The griffon that first spoke unsheathed his talons. Half the griffons around Star Fall did too. The other griffons looked like they weren't sure if they wanted to mess with her. The large one who had knocked her over leaned down in her face.

"All you have to do is prove it is in our interests to bring you. Currently, it certainly is not. They don't see psychos."

A few rocks had begun to crumble into dust, but she shut her eyes and began to breath in and out slowly. The grinding noises stopped, the pressure began to lift as she calmed herself. At long last, she slid her eyes open and looked him over, a look of admiration in her eyes as she noticed his build. The look of insanity had slipped away, at least for now.

"You're actually the first group of griffins I've seen up close" she blurted out. "I've must admit...you're quite dashing looking..." she muttered as she eyed the sun rays that hit the large griffins tawny wings, quite taken by his status and willing to fight. "Please forgive me my rash actions...when ever i think back and remember that night, i want to hurt things." she murmured softly. "It leads me to be more volatile than I normally would be."

The head griffon relaxed.

"I've heard worse. are you going to prove yourself?'

"There's a problem... I don't know HOW to prove myself. I was always more focused on book learning... and by now those facts are nearly a thousand years out of date." she sighed softly and chewed on her lower lip thinking. "I really doubt fighting, even if I could would be the way to go, I've been on the moon for a long long time..." she mused

The griffon laughed.

"Think about it, we griffons don't have any magic at all, so our worth is determined by the strengths of our backs and the sweat on our brows. You want to be proven worthy? Then you must challenge one of us to single combat, without magic, until one challenger folds. "

The griffon turned to the crowd and yelled:

"Who feels up to it?"

He was answered with a roar of approval.

"Ok, a fight is what you guys want, a fight you'll get." she bit her lip and silently cast her eyes about.

She didn't want to pick the smallest one, that would just lead her to be mocked, but she didn't want the largest one. That'd be suicidal. She walked up to one female that about matched her in height and raised one eyebrow.

"You game?"

The griffon she picked nodded. The griffons around Star Fall backed up, leaving a large ring around the two. Many griffons on that apparently couldn't see flew to high spots around the ring. After a few seconds, there must of been hundreds of onlookers.

She stayed silent, the two circling each other. She knew the first move would be the most important so she watched, waited. She could not let Luna down!

The griffon was clearly wary of Star Fall, moving only when she moved. The watchers said not a word, waiting for the first swing. The griffon kept her claws sheathed, but the look in the griffon's eyes told her that it wasn't out of confidence.

Star Fall stayed silent, watching, looking for any weakness she could take advantage of, a limp a slow reaction time...anything that could give her the edge on the griffin. What she did notice was that the griffon used her wings often to balance, keeping her eyes on her. It then occurred to Star Fall, the griffons would be competent with using their wings in battle, they would have had them their whole lives. She on the other hand, had only had them for a comparatively shorter time. Maybe she could immobilize its wings somehow without magic?

She stayed perfectly still, waiting, seeming to think. With a blink of an eye, she pounced on the griffin and used her front hooves to spread and pin the girl's wings onto the ground.

"Now yield or I will make you" she said

Just to prove her point she leaned down and bit into the griffin's neck, raising it up, fully prepared to slam her head on the ground and knock her out.

The griffon panted and struggled for a second, then went slack. She didn't struggle as Star Fall lifted her head up.

Star Fall narrowed her eyes a bit and swiftly wrapped her legs against the wings. At a small noise behind her, she rolled them both over, promptly exposed the griffin girl's soft underside to what ever was coming. When she peeked out, she only saw one griffin had fallen over. The female griffon now on top of her sighed.

"Well, you're very clever, I'll give you that. I follow my wings and fold."

Star Fall smirked and looked around, not yet letting her go.

"So if I let you go...will anybody be dive bombing me with those sharp beaks of yours?"

The first griffon who had spoken stepped forward.

"We are not the dishonest creatures you picture us as. You won, fair and square. The only person likely to try to get back at you currently pinned by your hooves. We try to be honorable with our actions, so any attack back at you will be in the open, same as this."

The griffon she had pinned moaned and gasped.

"Could you please let me up? My wings are my life, and mine right now are bending in a way they shouldn't be."

"Oops sorry!" she slid her front legs away to leave the griffin free to move about. She stood up and stretched her body out. "To be fair...you DID say it was a one on one fight and I thought one of you were going to dive bomb me" she stretched out her wings flicking out a rock.

The large griffon walked over and checked the griffon Star Fall had fought. The griffon who had spoken to her first smiled at her and held out a clawed hand.

"Name's Jasos. Here, I'll take you to the elders."

* * *

**_ Luna _**

* * *

Luna drifted over the Everfree forest, remembering her shadowguard. While not as well supplied as the Shadowbolts, they were sure to leave things behind. As she thought where to start, she spotted Iron's house.

Iron Hooves wiped the sweat from his brow. Carefully he lay out a few things he had made, pitchforks, parts for wagons...a scythe here and there for grass...

Luna winged her way down behind Iron, being quiet as to not scare him.

"What're you doing?" she asked peering over his shoulder

"Well welcome back, Miss." He smiled as he settled back.

He pulled out a blade from the hot coals and plunged it into a barrel of water.

"Making a few supplies for that new family, the Apples."

Luna nodded.

"They seem like nice people. Also, don't worry about their food problem. It's taken care of."

Iron Hooves raised an eyebrow.

"Oh, I gave their orchard a little head start."

Iron nodded and put down the piece he had been working on, now finished.

"What are you doing back Princess Luna?"

"I was wondering if you had found anything when you first found your house."

He sat down and looked at her more seriously. Taking a deep breath, he started in on his tale.

"A long time ago, for me at least, I lived in Canterlot and was part of a family known for their smithing skills. My father owned our forge, and when he passed on, I inherited it from him."

After blinking a few times and wiping his eyes, he continued.

"Originally, I wasn't interested in the family line of work, so the forge fell into disrepair. I wanted to be an adventurer, so I spent many years in the royal library reading about lost temples and the like. I even went to the extremes of finding rare books about lost places. In one of my purchases, I found tales of the lost palace of the two royal sisters. It mentioned Celestia, but the other name had been worn off by so many hooves touching it."

He pointed to a worn out book on a shelf behind her.

"Naturally, I was fascinated by the story and wanted to see the place for myself. So I packed my bags and came to the Everfree forest. It was a little less dense here than it was now, so I was able to see this tower from the chariot I hired. Of course the two pegasi I had hired to bring me out here were terrified, so I left them at the edge of the forest."

"When I got here to the tower, it wasn't much different than you see it now, with the exception there was a ton of undergrowth covering everything around it. When I tried to enter it, the door was sealed. Luckily, working on the family forge helped me and I was able to buck out the wall around the door. I found inside two deceased ponies. I gave them both a burial over yonder at the bottom of the hill. "

"After searching the ruins, I found that out why there was such a large hill around it. The entire bottom had been made into a sealed library of ancient texts. There was only a small hole in which I could see through, which I could only get to after clearing out the stairs to the basement. but there was a unicorn inside. He was sitting upright and seemed alive. I called out to him if he was alright. He slowly made his way over to me and tried to talk to me. After awhile of us failing to communicate, he pushed out a map before the entire room imploded, sending him and the texts to who know where."

Luna tapped her chin with a hoof.

"Sounds like it was a deteriorating time spell. Would spontaneously age everything inside it when it broke, which would explain the implosion. Do you still have the map?"

Iron Hooves pulled out a sealed scroll from a shelf. Pointing at it, he continued.

"All I ever got out of it was the location of the mines, for it is written in an old tongue."

He handed it over to Luna, who opened it and saw it was an old map of Equestria. To her, it looked like somepony had tried to leave a trail to the mines. Luna closed the map, not seeing anything else of importance.

"What else did you find?"

Iron Hooves shrugged.

"Nothing, the rest of the library vanished, leaving a giant room under this hill. I keep my supplies there now."

Luna frowned.

"It sounds as if whatever was powering the time slowing spell got used up. A big library like that would be used up much faster than what would in powering a smaller personal field. However... could you show me this room?"

He nodded, stood and led her off towards the room where he stored bronze, iron, cut up chunks of wood, ect, ect.

"Need me to start clearing this stuff out for ya to work your magic?" he asked

"Probably should try to clear as much as possible. If I am able to bring back the library, it will replace what is here. I can help a little bit, but I need to find the remains of the magic that was here, if it does remain."

He nodded and got to work dragging everything out into the open, working as swiftly as he could, until every bit of iron, bronze, and wood was out of the room As Iron Hooves started moving out supplies as Luna went to a clear portion of the room and started meditating, searching for traces of magic.

When the room was empty, it looked like a cave, most of the walls being made of stone.

"Clearly this was made to withstand attack to some degree." Commented Luna who stood in the middle of the open space, eyes closed.

Iron Hooves waited patiently nearby, waiting. Suddenly, Luna opened her eyes and yelled.

"Run!"

Iron was startled as Luna brushed past him to get back upstairs. He dashed after her, confused.

"Why are we running?"

"The library is coming back! I gave whatever was powering it enough power to bring it back, and it will be back in.."

*Pop*

"a few seconds."

The two turned around to see a unicorn stallion fall over beside stacks upon stacks of books in the middle of a massive library.


	7. Chapter 7: Allies, Old and New

**Meanwhile...**

"Nice to meet you Jasos, my name is Star Fall"

She laid her hoof gently in his clawes, a smile on her face. He shook it firmly then motioned for her to follow.

"Will that girl griffin be Ok?" She asked as she followed after him farther into the settlement. "I don't want to hurt anyone. Well, anyone that's loyal to Celestia is a whole different matter."

"She should be fine. Most fights take much longer than yours did, and in those the combatants are often seriously injured." He said over one shoulder. "Your pinning her was great 'cause at most her wings are sprained. Might want to settle that though. I can almost guarantee she will seek to get back at you in someway."

Star Fall sighed softly. "Well, after I speak with the elders I hope you can help me make amends to her. She should be grateful I didn't get mad when I thought I was being dive-bombed and torn her wings off!"

Jasos sighed

"Be glad you didn't, you are the one here to get help, and I don't think the elders would appreciate you severely harming one of their daughters."

They then arrived at an old ornate building. It was much larger than the others and made mostly of clean cut stone. It was at least three stories and had a tower-like spike coming up from the tiled roofs. This was clearly one of the most important buildings from how all the other buildings only were wooden with thatched roofs.

They went inside where after a strange hallway they walked into the middle of a circular arena. The middle part was about twenty feet across with stands ringing it. From the middle of the floor, the whole thing looked like you were standing a pit. As they walked into the middle of the massive room, nine griffons who are sitting around in the stands stop their conversation.

"Yes Jasos?" asked the middle one. "Who is this?"

"I will let her introduce herself, but she has come to ask something of you. She already past the test."

He stepped out of the way and nodded for her to speak. She stepped forward carefully, a bit in awe of the sheer size of them. Clearing her throat, she began.

"My name is Star Fall. My request is not a simple one. I wish to seek aid in war against Princess Celestia, who betrayed her sister." she spoke firmly. "The only thing I can offer you freely for now is her body to be consumed after the shadow bolts and the shadow guard have stated their lusts on her. I request to keep her hide and horn."

The elders clearly had mixed opinions. Most of them grinned starting to mutter amongst themselves, while the one who spoke and one other did not.

"How do we benefit from this besides having a feast?" the other griffon asked.

Star Fall let out a breath she hadn't known she had been holding. At least some of them seemed interested.

"I will also offer up the armor you strip from her little pegasi clones, and the bodies that reside within them. But that counts as the feast... " She frowned tilting her head to the side. "Can you tell me what you desire? I cannot promise I can offer what you desire, but I am open to negation."

The elder who first spoke raised his claws to stroke one of his wings.

"We would like Cloudsdale. Of what you have offered us, the only thing that would last a week would be the armor, which most likely wouldn't fit us. Just Cloudsdale would be more than sufficient."

"Cloudsdale?" Star Fall furrowed her eyes. "You'll have to pardon me sir...but I don't know what that is. I've been on the moon for nearly a thousand years. And before that, well... I used to just be a unicorn filly. Didn't always have the wings."

The head griffon smiled and stood. With a leap he was on the ground before her, the distance between them now only a few feet. She noticed he had a scar across his face, starting where his right ear would be and going across. He began to pace around her as he lectured her.

"Cloudsdale would be the current home of the pegasi, and was our home before they kicked us out. They said we were too chaotic with the weather, not announcing when we planned storms and such. Within a month of the first public complaint, we had a revolution on our hands. We were almost overwhelmed, but holding our own until Celestia came. She claimed we were oppressing the pegasi and proceeded with killing all griffon resistors." He came to a stop in front of her. "We are the last of the griffins who survived that, the ones lucky enough to escape."

Shock spread across her face as her jaw almost hit her hooves.

"What! That is terrible, even for Celestia to do... I might be able to make an agreement with Luna. But I do believe some changes would have to be put in place. Nothing too hard.. like say warning of weather pattern changes, at least for the more dangerous stuff. Like thunderstorms, hurricanes and the like. That way everypony has a chance for safety."

He nodded his head sadly.

"We had reached a decision before Celestia started to do just that, so we would extend that to you as well. "

"I'm glad, I know it can be difficult to do something a new way. I am sure things can turn out for the better with Luna's help. she is far more likely to listen to the things you need and provide them." she smiled at him kindly and settled back on her haunches. "Just give me half a moment..."

She stretched out a tendril of thought to Princess Luna

'_Your majesty, I have offered up celestia's body, her warriors bodies, and the gold that in cases them. They said that did not interest them, but they would like Cloudsdale. They told me Celestia came and murdered them after a small problem with the weather.'_

Then she waited patiently for an answer.

* * *

"Huh..."

Iron hooves blinked going over and slid the unicorn on his broad back.

"We'll check out the books later, first we need to get some food in this poor boy." He said firmly.

"I think he needs more than that..." Luna commented, seeing how thin he was.

Iron hooves turned to look at the unicorn, who was practically a bag of bones and barely breathing.

"Oh dear..." he muttered "You know any healing spells princess?"

Carefully she lifted the unicorn, magically holding him weightlessly. Luna nodded in answer.

"Yes, I know a little. Let's hurry and get him settled, I don't think moving him too much is good."

They brought the unicorn upstairs and laid him out on Iron's workbench after he cleared it off.

Luna 's horn began to glow, sending waves of magic through the battered pony. Iron hooves backed off, leaving Luna plenty of room to work, watching her work in awe. Amazed at the power an alicron princess could do. Feeling slightly uncomfortable, she turned to him.

"why don't you get him some food? He will be wanting some when he wakes."

Nodding, Iron Hooves swiftly moved about and brought a few skins of water and some small sliced apples for the pony to feast upon once he was awake.

Luna finished tending to the unicorn's wounds and released her magic. Some color had returned to his face, but he was still breathing shallowly.

"That is all i can do. Whether or not he wakes is up to him."

Iron hooves passed her a skin of water and some fruit.

"So dat mare with ya... I think she pretty close to bucking my teeth in when we paused in front of the door." he said calmly.

Luna grimaced

"I don't blame her, or you either. Commander Umbra was like a father figure to her in the time we had. The waiting was killing her, she had thought Umbra dead and gone. It wasn't she disliked you, she was just worried for him. You couldn't have known... "

The unicorn groaned.

Iron hooves sat up, bringing the water bottle over first.

"A little bit at a time princess, he's been a long time without food" he murmured softly.

The unicorn spluttered as they gave him some water. Eyes flying open, he tried to get up only to fall over onto Luna's steadying hooves. After a little struggle, he went limp, leaving her holding him up. She set him back down on the bench, his eyes still darting around. His eyes focused on Iron Hooves first, then Luna. He looked alarmed at seeing Iron , but relaxed when he saw the princess. He was tense, looking between the two of them like something was wrong.

"Wh..what happened? Am I dead?"

"You're alive and well." explained Iron Hooves who gently lay a paper thin slice of apple in his mouth. "A while back, you gave me a map and then vanished along with the entire library."

As he explained exactly how he had found the tower, Luna heard the message from Star Fall. She closed her eyes and sent back to her apprentice:

_"That seems reasonable, I always agreed with the griffons being able to randomize the weather. That Celestia would do that is outright unacceptable though. I mean she marooned us on the moon, but slaughtering innocents? That is going too far."_

* * *

Star Fall smiled and slipped her eyes open. Turning back to the confused griffins, she told them the good news.

"Everyone, Luna has agreed to your giving you back Cloudsdale, she agrees with the random weather, but is also pleased about forewarning that it will happen" she bowed her head elegantly.

The griffons looked at Star Fall oddly.

"What? All you did was sit there and close your eyes. How could you get the approval that fast?"

"Oh! We have a connection up here," She tapped her head, "That way I can speak to Princess Luna, over a great distance if need be. Plus we haven't let Celestia know where back yet, so we disguise ourselves and it's good way to talk over sensitive subjects" she ended smiling, quite pleased with herself.

Impressed, the head griffon nodded in approval.

"When are we to engage Celestia? I hate to keep the troops waiting."

"Well, it's going to be a while. We need to get the word to spread to other cities. Right now all we have is one itsy bitsy little family called the Apples to believe in the evils of Princess Luna. or as most are lead to call her Nightmare moon. It will probably be a bit under half a hundred years before we are completely ready."

Jasos tapped his beak with a claw.

"What about a summer sun celebration? Celestia always attends those, so we would know exactly where she is. The thousandth one would be coming up in sixty or so years."

The head griffon sighed.

"At any rate, make contact with us when you are ready. We may have forgotten by then '

Star Fall nodded, but then frowned. She felt something coming from Luna. The princess of the moon was really, really stressed about something. Something that meant life or death. Without explanation or goodbye, Star Fall teleported to her a in a whirl of color.

* * *

(-) A Short While Earlier... (-)

The unicorn took the apple slice and chewed slowly.

"A while back? To me it seems like not moments ago... did I black out? What month is it?" He took a closer look at Luna. "Princess, is that you? The shadowguard will be relieved to see you again."

That is when it occurred to Luna and Iron Hooves that this unicorn had been out of it for awhile.

"It has been nearly a thousand years since I have seen my shadowguards." Luna let him take another slow sip of the water. "Tell me sir, but what is your name?"

The unicorn looked confused, but answered her question.

" A thousand years . . . . . . . . . . . . My name is Alchim, I was studying the fallout of the Discord battle when some of the Shadowguard came to me and asked for me to help them. They had me time-slow some of their commanders in the mines you sealed and had me promise to keep some books safe for them. They even provided a secret place under the remains of a guard tower that had been taken by the Everfree forest. Which I am in I guess..."

He stopped to take a breath and take a sip of water.

"All I remember from then on is somepony yelling outside the tower. It sounded like Celestia was demanding them to hand over a map. My two escorts got up out of the library and sealed the tower. After that, I heard terrible noises every few seconds. It was like the world had sped up around me. After about a day, I felt drained. It was about a week when you showed up. The noises had been slowing down to almost non-existent by then. Wanting the torture to stop, I gave you the map, the only map I found. I can't remember what happened after that..."

"Well you didn't die, nor did you give celestia the map." Luna soothed, "But can you recall anywhere the map leads to, besides the mines?"

The unicorn shook his head, trying to clear it.

"Sorry, I am still feeling off. From what they told me, they said that the map was key. Any secret besides that would probably been in the library..."

Luna jumped, startling the other two.

"The library! I almost forgot! It's still not stable!"

She charged off down the stairs, looking like she was going to have a heart attack. Iron hooves let her go, content to help the unicorn sip water and eat paper thin slices of water. Luna rushed into the library to find it shimmering.

"No!"

She began to pour more energy into it, but it only stabilized the room a little.

_ I have to get these books out of here!_

Star Fall appeared at Luna's side and began jerking the books off of their shelves en mass, piling them up as quickly as she could outside the door.

"It's a good think we still had the link open, I felt your distress all the way from the griffins homeland!"

Luna strained to keep the library in the present and keep it from slipping back into oblivion.

"Hurry! The focus of the spell must be deteriorating because it is getting harder to sustain it!"

The strain was evident on Luna's face as her horn glowed brighter and brighter until it lit the entire library with a dark blue light. Instead of books, now Star Fall was teleporting out whole shelves two or three at a time until the very last one was settled in the grass. Swiftly, she grabbed Luna and teleported them both out.

As they reappeared outside, there was a loud *whomp* from Iron Hooves' house.

"Luna?" they heard Iron Hooves question, "Are you alright?"

"Yes, I'm fine. It was a close call, but we managed to get all the books outside before the room vanished again."

She trotted in side and wiped the sweat from her brow with a forehoof. Star Fall went back down the stairs and It looks largely like what it did before the library returned with the exception it seemed slightly larger than before. Causiously, she placed a rock just outside the room and nudged it in. The rock rolled into the room and came to the stop in the center. Princess Luna walked up behind her pupal and looked into the room. She walked to the stone Star Fall had pushed in and concentrated, looking for magical residue. There was none, not even a trace of the library.

"So do you think its safe to put the book shelfs back inside? I'd hate for the books to get ruined due to weather." Star Fall mused slightly.

Luna opened her eyes.

"It's safe, the spell has come completely unraveled. It looks like my unorthodox extending of the spell made slightly more disappear than what had originally."

Star Fall began to teleport bookshelves back inside, setting them up against the walls.

"Oh! I think Snarkey is safe, she has this bubble shield thing set up to protect her. Living things...or at least things made to be living, like a cat tured into a rock, can't get in."

"Sounds like she activated her failsafe." Luna chuckled, setting the last of the books in on their shelves. "No telling how long it will last, but Snarkey should be fine."

Star Fall smiled softly as she pulled out a chunk of wood from Iron Hooves' stash. A few minutes of focus twisted and warped it magically until at last there was a large table with a map of Equestria on it. A few more bits of magic and there were dragon and griffin pieces along with a few dozen earth ponies placed on one corner. Another held the different forces that had no ties to Luna or Celestia, and in another was Celestia's forces.

"So, the dragons and griffons are lined up on our side," Luna commented, staring out a window. "And we have just over a day remaining judging by that sunset." She scowled. "It disgusts me to think of my sister touching my moon."

"It is a disgusting thought..." Star Fall smiled suddenly.

She disappeared and there was another Star Fall...but a filly unicorn Star Fall.

"How about we drive her a bit batty, hmm?" the little copy giggled.

She turned sightly, turning slightly see through as she spoke in a sad little tone as soulful sad eyes stared up at Luna.

"Why Princess Celestia, why?"

Luna laughed, sitting down in a chair she magyked up.

"Have fun! Just remember not to let her get to close to you. She is an alicorn, and we are quite sensitive to magic. When you're done, go to the Apples. Annie was covering for me, but they will be getting worried. I believe they want to meet you as well!"

The princess of the moon stretched as Star Fall shot off,.

_'Would be nice to get a nice long sleep.'_ She thought with a sigh.

Luna checked in with Iron Hooves about Alchim, who had apparently passed out again soon after Luna had run to the library. She promised to come check up on him later, then left for the Apple's. In flight, she changed into Silver Lining's skin.

_'I hope I don't get too harshly talked to,_' thought Luna with a smile. _'It's practically nighttime now'_

* * *

**I have to say this, but my many thanks to one P. Dreadful that reviewed this. You have given me many great points on which to expand what I have and improve on what I will do. As I have said, and I thank you for pointing this out P. Dreadful, is grammar and spelling. A beta reader will be greatly appreciated if one volunteers, but I won't go out of my way to find one as of now because of a extreme lack of time. Also, I love to hear that my stories are getting out onto LIVESTREAMS (where the buck did you hear about me?), but I would suggest that you try some of my other story as well. Daring Do shall be as good or better than Reign of the Moon.**


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